General Audits. SunTrust shall have the right to review, inspect and audit, at SunTrust’s expense, at such reasonable times as mutually agreed by the Parties, and upon at least ten (10) Business Days’ advance notice, the books, records, documents, other writings, information, whether in hard copies, electronic form or otherwise, of FMC or any Affiliate thereto performing Services to the extent related to: (i) such Party’s activities hereunder or (ii) conformance with such Party’s obligations hereunder. Upon at least ten (10) Business Days’ advance written notice to FMC, and subject to FMC’s reasonable security requirements, FMC shall provide to SunTrust (and SunTrust’s internal and external auditors, inspectors, regulators and other representatives that SunTrust may designate from time to time) access at reasonable hours to FMC’s Personnel, to the facilities at or from which Services are then being provided, and to FMC’s records and other pertinent information, all to the extent relevant to FMC’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of FMC and its businesses and to examine FMC’s performance under this Agreement, including: (a) verifying the integrity of data related to or concerning systems in FMC’s possession and control; (b) examining the systems that process, store, support and transmit such data; (c) examining the controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and the security, disaster recovery and back-up practices and procedures; (d) examining FMC’s measurement, monitoring and management tools; and (e) enabling SunTrust to meet applicable legal, regulatory and contractual requirements. FMC shall provide any assistance reasonably requested by SunTrust or its designee, and at SunTrust’s expense, in conducting any such audit. Such audit and any information obtained therefrom shall be subject to the confidentiality restrictions contained in this Agreement and SunTrust shall be responsible for enforcing such restrictions with respect to its internal and external auditors, inspectors, regulators (to the extent permitted by Requirements of Law) and other representatives. SunTrust shall also have the right to perform a monthly audit of Application and Loan files at a time and using procedures mutually acceptable to FMER and SunTrust.
General Audits. In addition, throughout the Term, the Supplier will conduct its own audits pertaining to the activities under this Agreement consistent with the audit practices of well-managed companies that perform services similar to the Services.
General Audits. Aradigm may audit the Facilities during reasonable hours once per year during the Term for determining Novo Nordisk Delivery Technologies, Inc.’s compliance with the terms of this Agreement and the Quality Agreement. Aradigm shall provide Novo Nordisk Delivery Technologies, Inc. with sixty (60) days written notice in advance of each such audit, and Novo Nordisk Delivery Technologies, Inc. shall cooperate with Aradigm during each such audit.
General Audits. 7.2 The Agency shall provide CCS with a completed Self-Audit Certificate, in the form set out in Framework Schedule 6 (Annual Self-Audit Certificate), in respect of each Contract Year of this Framework Agreement. In completing the Self- Audit Certificate, the Agency shall confirm that it has reviewed a representative sample of Orders to provide assurance that:
General Audits. The Supplier shall keep and maintain the Records, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire or terminate; such other date as may be agreed between the Parties. The Supplier shall keep the records and accounts referred to in Clause 14.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year within two Months of the end of that Contract Year. Each Self Audit Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% or 100 transactions (whichever is smaller) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Contracting Bodies comply with any requirements under the Framework on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the order processing and invoicing systems as orders not placed under this Framework Agreement have been correctly identified as such, an appropriate and legitimately tendered procurement route has been used to place those orders, and those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should be supported by an Audit Report that provides details of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. The Supplier shall afford any Auditor access to the Records at the Supplier's premises and/or provide copies of such Records, as may be required by any of the Auditors from time to time during the period specified in Clause14.1, in order that the Auditor may carry out an inspection, including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations t...
General Audits. Microsoft reserves the right to audit no more than twice yearly, with an advance notice in writing of 7 business days and during business hours, all processes, procedures and reporting documented within this STATEMENT OF WORK to ensure full compliance with this STATEMENT OF WORK. In the event that a Microsoft audit reveals non-compliance with processes, procedures and reporting detailed in this document, Sylvan is subject to the penalties listed in the terms and conditions of the of the Exam Services Agreement.
General Audits. Charterer shall have the right to make general audits of Shipowner's operation of the Vessels, by authorized employees of Charterer, at reasonable times and at Charterer's expense, but not more often than once every calendar year. Such audits may cover all aspects of the Vessels' operations, including (without limitation) operating costs, the Vessels' voyage and port performance, Cargo handling, maintenance and dry-docking, and the Vessels' equipment, spare gear and stores inventories. Shipowner shall maintain and retain for at least four calendar years (or until the completion of Charterer's audit, if earlier) complete and accurate records relating to Shipowner's operation of the Vessels, including, without limitation, (a) payroll records, canceled payroll checks and receipts for cash payroll payments, (b) invoices for all purchases and repairs (including subcontractors' and other third parties' services) and evidences of payment thereof, (c) receiving and issuing documents and stock records for equipment, gear and stores, and (d) the Vessels' logs and other records of their performance.
General Audits. During the term of this Agreement on giving reasonable advance notice in writing (which shall not be less than fifteen business days), Sponsor and/or its suitably qualified representative (which shall not be a competitor of Labcorp or former employee of Labcorp without Labcorp’s prior written consent and which shall be required to be bound by obligations of confidentiality and non - use consistent with those contained herein), may, during normal business hours and at mutually agreeable times, but not more than twice in a contract year without cause, visit any Labcorp facility where Services for the Study are being performed in order to audit the progress of the Services . In the event of any regulatory inspection or if Sponsor seeks to conduct more than two Audits or inspections, without cause, in a contract year, Sponsor agrees to pay Labcorp a commercially reasonable fee and reasonable costs for hosting and responding to such additional Audits . If Sponsor designates a third party (which shall not be a competitor of Labcorp or former employee of Labcorp without Labcorp’s prior written consent) to conduct an Audit, the Parties must agree on the scope of the Audit in advance in writing, including the documentation and areas to be inspected . Labcorp reserves the right to limit disclosure of its proprietary information to any third party contract research organization or pharmaceutical development services provider . Sponsor agrees that any of its Representatives or appointed third party auditors will be subject to confidentiality and non - use obligations in relation to its exposure to Labcorp’s proprietary information consistent with those contained in this Agreement . Without limiting the generality of the foregoing, where an Audit of conduct by Sponsor pursuant to this Section 7 . 1 concerns or relates to referral laboratory testing or shipping methods of Labcorp, (a) Sponsor or its Representatives or third party auditors who conduct any Audit pursuant to this Section 7 . 1 may only confirm whether or not Labcorp is properly billing such costs, and (b) Sponsor expressly
General Audits. During the term of this Agreement on giving reasonable advance notice in writing (which shall not be less than fifteen business days), CRO and/or its suitably qualified representative (which may include a representative of Sponsor) may, during normal business hours and at mutually agreeable times, but not more than once in a contract year without cause, visit any Labcorp facility where Services for a Study are being performed in order to audit the progress of the Services. In the event of any regulatory inspection or if CRO seeks to conduct more than one Audit or inspection, without cause, in a contract year, CRO agrees to pay Labcorp a commercially reasonable fee and reasonable costs for hosting and responding to such additional Audits. CRO agrees that any of its representatives or appointed third-party auditors (which third party shall not be a competitor of Labcorp or former employee of Labcorp central laboratory services Affiliates for reasons other than the Distribution without Labcorp’s prior written consent and which shall be required to be bound by obligations of confidentiality and non-use consistent with those contained herein)) will be subject to reasonable confidentiality and non-use obligations in relation to its exposure to Labcorp’s proprietary information consistent with those contained in this Agreement. Without limiting the generality of the foregoing, where an Audit concerns or relates to referral laboratory testing or shipping methods of Labcorp, (a) CRO’s third-party auditors who conduct any Audit pursuant to this Section 7.1 may only confirm whether or not Labcorp is properly billing such costs, and (b) CRO expressly agrees that CRO’s third-party auditors may not directly or indirectly provide any details of such charges to CRO (including the actual amount of the referral laboratory testing or shipping costs incurred by Labcorp).
