Service Organization Control Reports Sample Clauses

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Service Organization Control Reports. Following completion of implementation of any applicable Services, ADP will, at Client’s request and at no charge, provide Client with copies of any routine Service Organization Control 1 reports (“SOC 1 Reports”) (or any successor reports thereto) that are both directly related to those Services provided hereunder for Client and already released to ADP by the public accounting firm producing the report. SOC 1 Reports are ADP Confidential Information and Client will not distribute or allow any third party (other than its independent auditors) to use any such report without the prior written consent of ADP. Client will instruct its independent auditors or other approved third parties to keep such report confidential and Client will remain liable for any unauthorized disclosure of such report by its independent auditors or other approved third parties.
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Service Organization Control Reports. To the extent available, State Street shall provide MFS with a copy of a third party independent accountant report conducted and prepared in accordance with American Institute of Certified Public Accountants’ Statements on Standards for Attestation Engagements. A SOC 1, Type 2 audit report (“SOC Report(s)”) shall be prepared and provided on as specified at Exhibit A during the term of this Agreement for the services provided by State Street, for which the scope of the SOC Report(s) is inclusive of the products and services provided, along with the supporting processes, policies, procedures, personnel and operational activities that constitute State Street’s core activities that are relevant to said products and services, and provided within thirty (30) days after such SOC Report(s) is available to State Street. If: (i) a SOC Report(s) set forth on Exhibit A is not supplied by State Street in accordance with the foregoing; or (ii) if SOC Report(s) are provided but (a) the SOC Report(s) does not cover all aspects of the products and services covered by this Agreement, including without limitation all State Street operations globally; or (b) the user control considerations listed within the SOC Report(s) limit MFS’ ability to place appropriate reliance on State Street control environment; or (c) the results of the SOC Report(s) are qualified by the independent auditor, then MFS may, no more than once annually, request State Street to conduct, or if State Street does not agree to conduct then MFS may appoint independent auditors to conduct (or request MFS’ Internal Audit Department to conduct), an audit of the products and services provided by State Street to MFS under this Agreement. MFS and State Street shall arrive at a mutually agreed prompt schedule for remedying any non-compliance issues identified in any SOC Report(s). While State Street does not currently issue an AICPA Service Organization Control 2 report (“SOC2 Report”), if in the future State Street makes a SOC2 Report available to its clients, State Street shall make such SOC2 Report available to MFS.
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Service Organization Control Reports. Within 30 days of receiving MFS’ request and at least annually, ▇.▇. ▇▇▇▇▇▇ will send to MFS a copy of ▇.▇. ▇▇▇▇▇▇'▇ Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). In addition, from time to time as requested, ▇.▇. ▇▇▇▇▇▇ will furnish MFS a "gap" or "bridge" letter that will address any material changes that might have occurred in ▇.▇. ▇▇▇▇▇▇'▇ controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. To the extent ▇.▇. ▇▇▇▇▇▇ obtains a SOC-2 report during the term of this Supplemental Agreement, ▇.▇. ▇▇▇▇▇▇ will provide MFS with a copy of its SOC-2 report. For the avoidance of doubt, MFS hereby acknowledges and agrees that ▇.▇. ▇▇▇▇▇▇ does not currently obtain a SOC-2 report in connection with its Services.
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Service Organization Control Reports. Due to the increased security, availability, processing integrity, confidentiality, and privacy risks of using Business Associate to deliver Services to or on behalf of Covered Entity, Business Associate agrees to provide a Service Organization Control (SOC) 2 Type 2 report to Covered Entity if (1) it provides services to Covered Entity such as an electronic medical record, a health information exchange, claims management and processing, or financial transaction processing, or (2) it meets one of the following criteria: Business Associate stores Covered Entity’s electronic PHI or financial data, and has a total contract value for Services involving PHI or financial data with Covered Entity is $1,000,000 or more per year; or Business Associate total annual revenue is $5,000,000 or more. The SOC 2 report, as promulgated by the American Institute of CPAs (AICPA), will be performed in accordance with AT 101 and based upon the Trust Services Principles. If Business Associate is not required to provide a SOC 2 Type 2 report in accordance with the above provision, then Business Associate must provide to IU Health a report that is substantially similar to a SOC 2 Type 2 report at least annually or upon IU Health’s reasonable request.
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Related to Service Organization Control Reports

  • Due Organization, etc Parent is a company duly organized and validly existing under the laws of the jurisdiction of its incorporation. Parent has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent have been duly authorized by all necessary action on the part of Parent.

  • Due Organization; No Subsidiaries; Etc (A) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (B) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc." (C) Neither the Company nor the Subsidiary is, nor has been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 of the Disclosure Schedule. (D) PART 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (E) Neither the Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.