Operational Audits. During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, 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, (iv) examine Successful Respondent’s performance of the Services, (v) verify Successful Respondent’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon D...
Operational Audits. Upon Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that ACS has breached any of its obligations hereunder and such breach has exposed, or in Symetra’s reasonable judgment, is likely to expose, Symetra to financial or other liabilities in excess of [***], ACS shall allow Symetra and/or any independent Third Party selected by Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to by the Parties, to perform operational and/or security audits with respect to ACS’ performance of its obligations hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. ACS shall grant, and shall cause its Subcontractors to grant, Symetra and its Third Party representatives full and complete access to ACS’ and its Subcontractors’ facilities (including, without limitation, the Symetra-specific network and systems environments so that vulnerability and penetration assessments can be performed) and all books, records and other documents of ACS and its Subcontractors as they relate to this Agreement, or as they may be required in order for Symetra to ascertain any facts relative to ACS’ performance hereunder. ACS shall provide Symetra, or its authorized Third Party representatives, such information and assistance as requested in order to perform such audits; provided, however, that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with ACS’ performance of the Services. If any audit reveals a material inadequacy or deficiency in ACS’ performance, the cost of such audit, up to a cap of [***], shall be borne by ACS. ACS shall incorporate this paragraph verbatim into any Agreement into which it enters with any Subcontractor providing Services under this Agreement.
Operational Audits. During the Audit Period (as defined in Section 9.10(a)), Supplier shall, and, unless expressly approved otherwise by Triad under Section 9.12, shall cause its Subcontractors to, provide to Triad (and internal and external auditors, inspectors, regulators and other representatives that Triad may designate from time to time, including customers, vendors, [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. licensees and other third parties to the extent Triad or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities and provided such representatives shall agree to be subject to Supplier’s reasonable and generally applicable confidentiality and reasonable security requirements) access at reasonable hours to Supplier Personnel, to the Supplier Facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections, to (i) verify the integrity of Triad Data, (ii) examine the systems that process, store, support and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal 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; (iv) examine Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine Supplier’s measurement, monitoring and management tools; and (vii) [**]. Supplier shall (A) provide any assistance reasonably requested by Triad or its designee in conducting any such audit, including installing and operating audit software (to the extent such audit software is not likely to adversely impact Supplier or the performance of the Services), (B) make requested personnel, records and information available to Triad or its designee, and (C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. [**].
Operational Audits. (a) During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours, and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to:
Operational Audits. (a) Annual key risk review of main financial systems in support of external audit opinion;
Operational Audits. 18.1.4.1 In case that ENEL detects abnormal fulfilment of the labour obligations, it shall be authorised to carry out operational audits at any office of the SUPPLIER and/or its subcontractors, who must take the corresponding measures to facilitate the task of the personnel appointed by ENEL.
Operational Audits. Upon reasonable advance notice (and no longer than 48 hours), during the Audit Period, Supplier will provide to NCR (and internal and external auditors, inspectors, regulators and other representatives authorized by NCR that NCR may designate from time to time (collectively, “NCR Auditors”), access at reasonable business hours and at NCR’s expense, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access may not be withheld for audits concerning NCR’s compliance with regulatory requirements and Supplier’s compliance with Legal Requirements. Such access is for the purpose of performing audits and inspections to (a) verify the integrity of NCR Data, (b) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), (c) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and the security, disaster recovery, business continuity and back-up practices and procedures, (d) examine Supplier’s performance of the Services, (e) examine Supplier’s measurement, monitoring and management tools and (f) enable NCR to meet applicable legal, regulatory and contractual requirements. Supplier will (1) provide any assistance reasonably requested by NCR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested personnel, records, and information available to NCR Auditors and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a material breach of this Agreement, then, without limiting NCR’s other remedies under this Agreement, Supplier will promptly reimburse NCR for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier will (at all times subject to confidentiality requirements between Supplier and its vendors), pass through to NCR the same prices invoiced to Supplier by such vendors; provide to NCR auditors access at reasonable hours to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits to th...
Operational Audits. Provider shall provide to Customer and to internal and external auditors, inspectors, regulators and other representatives that Customer may designate from time to time (“Customer Auditors”) access in accordance with Section 14.2(b) below to perform operational audits and inspections of Provider, Provider Agents and their respective facilities (“Operational Audits”), to: (i) verify the integrity of the Customer Data; (ii) examine the systems that access, process, store, support and transmit that data and examine the results of external Third Party data processing audits or reviews relating to Provider’s operations relevant to the Services; (iii) verify whether the Services comply with Customer Compliance Requirements and the requirements of the “Privacy Requirements” Exhibit; (iv) evaluate Provider’s compliance with the requirements of the “Information Security Requirements” Exhibit (i.e., Provider’s physical and logical security and Disaster Recovery Services), including examination of all self-conducted and Third Party intrusion vulnerability and CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. penetration assessments and reports; (v) confirm that the Services are being provided in accordance with the Agreement, including the Service Levels; (vi) verify the integrity of Provider’s Performance Reports (including raw data from which such Performance Reports are compiled); (vii) facilitate Customer Group’s compliance with Customer Compliance Requirements; and (viii) examine, test and assess Provider’s systems, policies and procedures relating to intrusion detection and interception with respect to the Provider systems used to provide the Services, provided that any penetration testing on Shared Systems or any other system which would reasonably impact a Provider customer shall be subject to Provider’s security policies and the prior written consent of the Third Party with whom such system is shared, which Provider shall use commercially reasonable efforts to obtain.
Operational Audits. The Parties will agree on a mutually acceptable audit plan for each Supplier Facility that provides Services to multiple Eligible Recipients with respect to audits performed by such Eligible Recipients (e.g., coordinate audits by multiple Eligible Recipients). During the Audit Period, Supplier shall, and shall cause its Subcontractors to, provide to Ascension Health (and internal and external auditors, inspectors, regulators and other representatives that Ascension Health may designate from time to time, including third parties to the extent any Eligible Recipient is legally or contractually obligated to submit to audits by such entities that relate to the Services (collectively, “Permitted Auditors”)) access at reasonable hours to Supplier Personnel, to Systems used by Supplier, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services, usage of Third Party Software and Ascension Health Data and Supplier’s obligations under this Agreement, including Supplier’s obligations with respect to an applicable disaster recovery/business continuity plan. If an audit is performed to determine whether deficiencies identified in a prior audit have been remediated, and the results of such audit reflect that such deficiencies have not been remediated, Supplier shall promptly reimburse Ascension Health for the [**] of such audit attributable to the failed area and any [**] to verify that such breach has been corrected. (c)
Operational Audits. The Parties acknowledge and agree that the JVC shall permit one or more duly authorized representative of each Party, upon reasonable advance written notice to the JVC and during regular business hours, to access and audit the JVC’s (and any contractor of JVC involved in product manufacture, research and development) operations, the records and documents relating thereto to ensure compliance with the each Plan and Budget and Semi-annual Plan and Budget and Applicable Laws (including for purposes of conducting internal audits prior to an inspection by a Regulatory Authority) in connection with the development and commercialization of the JVC Products (including manufacturing thereof). The JVC shall record, respond and address all observations of the applicable Party. Each Party shall conduct the foregoing operational audit at its own costs.
