Common use of Inspection or Audit Clause in Contracts

Inspection or Audit. KeyBank shall permit HPS or HPS designee at any reasonable time, with prior notice and at HPS expense, to conduct an inspection or audit of KeyBank records relative to HPS Plan and of KeyBank accounting or auditing procedures regarding HPS Plan. HPS shall permit KeyBank designee at any reasonable time, with prior notice and at KeyBank expense, to conduct an inspection or audit of HPS records and materials relative to its Plan and of HPS accounting or auditing procedures regarding its Plan. In addition, HPS will furnish to KeyBank on an annual basis, a financial statement of HPS which has been completed based upon generally accepted accounting principles. If KeyBank, as a result of such inspection, audit, or review, reasonably concludes that it is exposed to undue financial risk or exposure based on the internal controls and security procedures of HPS, KeyBank shall notify HPS in writing of such finding and HPS shall remedy such condition within the appropriate time frame given the perceived risk or exposure. If KeyBank and HPS cannot reach agreement on an appropriate remedy, either party may terminate this Agreement in accordance with Section 2.2 hereof.