Operational Audit and/or Security Assessment Sample Clauses

Operational Audit and/or Security Assessment. Sprint and its authorized representatives (including its internal and external auditors) will have the right, no more than once per year, or as required by a Sprint Content Provider to the extent set forth in Section 5(c) [Technical Audit Rights] of Exhibit C (Hosting Service Level Agreement), during reasonable business hours and upon reasonable notice (at least 48 hours), to perform an operational audit and/or security assessment for the purpose of determining Service Provider’s compliance with the Agreement, including with respect to (i) Service Provider’s security, content protection, confidentiality, and privacy practices and standards; disaster recovery capabilities; and fail-over planning with respect to the Services provided hereunder, (ii) any activities directly related to the obligations of Service Provider under the Agreement that may affect Sprint’s internal controls on financial reporting, and (ii) Service Provider’s compliance with applicable laws or regulations in the performance of its obligations under this Fourteenth Amendment. For purposes of such audit, Service Provider will grant Sprint and its representatives all relevant access to Service Provider’s facilities, books, procedures, and records (other than cost information) and all other information required for Sprint to ascertain facts directly relevant to * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Service Provider’s performance and the subject matter of the audit. Service Provider will provide Sprint and its representatives such information and assistance as reasonably requested in order to perform such audits; provided, however, the parties will arrange such assistance in such a way that it does not interfere with the performance of Service Provider’s duties and obligations hereunder and its business generally. Any third parties performing an audit under this subsection must execute a nondisclosure agreement reasonably satisfactory to Service Provider and be escorted by a Sprint representative at any times that they are conducting such audit.
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Operational Audit and/or Security Assessment. Sprint and its authorized representatives (including its internal and external auditors) will have the right, no more than once per quarter [**] of this Schedule Y [**] compliance with applicable laws or regulations and with Schedule Y. For purposes of such audit, Amdocs will grant Sprint and its representatives all relevant access to Amdocs' facilities, books, procedures, and records (other than cost information) and all other information required for Sprint to ascertain facts directly relevant to Amdocs' performance and the subject matter of the audit. Amdocs will provide, and cause Amdocs subcontractors to provide, Sprint and its representatives such information and assistance as reasonably requested in order to perform such audits; provided, however, the parties will arrange such assistance in such a way that it does not interfere with the performance of Amdocs' duties and obligations hereunder and its business generally. Any Third Parties and authorized representatives performing an audit under this subsection must execute a nondisclosure agreement that is at least as restrictive as this Section 12 of Schedule Y and is reasonably satisfactory to Amdocs.
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Related to Operational Audit and/or Security Assessment

  • Security Assessment If Accenture reasonably determines, or in good faith believes, that Supplier’s security practices or procedures do not meet Supplier’s obligations under the Agreement, then Accenture will notify Supplier of the deficiencies. Supplier will without unreasonable delay: (i) correct such deficiencies at its own expense; (ii) permit Accenture, or its duly authorized representatives, to assess Supplier’s security-related activities that are relevant to the Agreement; and (iii) timely complete a security questionnaire from Accenture on a periodic basis upon Accenture’s request. Security issues identified by Accenture will be assigned risk ratings and an agreed-to timeframe to remediate. Supplier will remediate all the security issues identified within the agreed to timeframes. Upon Supplier’s failure to remediate any high or medium rated security issues within the stated timeframes, Accenture may terminate the Agreement in accordance with Section 8 above.

  • Security Assessments Upon advance written notice by the JBE, Contractor agrees that the JBE shall have reasonable access to Contractor’s operational documentation, records, logs, and databases that relate to data security and the Contractor’s Information Security Program. Upon the JBE’s request, Contractor shall, at its expense, perform, or cause to have performed an assessment of Contractor’s compliance with its privacy and data security obligations. Contractor shall provide to the JBE the results, including any findings and recommendations made by Contractor’s assessors, of such assessment, and, at its expense, take any corrective actions.

  • Environmental Audit Upon reasonable notice, Director shall have the right but not the obligation to conduct or cause to be conducted by a firm acceptable to Director, an environmental audit or any other appropriate investigation of the Premises for possible environmental contamination. Such investigation may include environmental sampling and equipment and facility testing, including the testing of secondary contamination. No such testing or investigation shall limit Tenant’s obligations hereunder or constitute a release of Tenant’s obligations therefor. Tenant shall pay all costs associated with said investigation in the event such investigation shall disclose any Hazardous Materials contamination as to which Tenant is liable hereunder.

  • Report on Assessment of Compliance and Attestation (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

  • Environmental Audits There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course.