”) Audit Information, the Audited Party will make such Audit Information available for audit by an independent certified public accounting firm (together with independent technical personnel if and as reasonably required for such accountant to perform the audit) designated by the Auditing Party and approved by the Audited Party, which approval will not be unreasonably withheld.
(b) For the purpose of ensuring the accuracy and completeness of the amounts charged hereunder for any monthly period during the Term (including the calculation of Service Fees and Pass-Through Costs), upon not less than 30 days’ advance written notice from a party desiring to conduct an audit (“ Service Provider shall perform such mutually satisfactory alternative arrangement and Recipient shall bear any reasonable additional costs and expenses incurred in the performance of such alternative arrangement. If any such consent, approval or authorization is not obtained promptly after the date of this Agreement, Service Provider shall notify Recipient and the Parties shall cooperate in good faith to devise an alternative arrangement for the provision of such Service.
To the extent reasonably practical, Service Provider shall provide advance notice to Recipient prior to Service Provider incurring any such cost, fee or expense it being understood that such Service Provider’s obligation to provide any such Service is conditioned upon it obtaining such required consent, approval, permit, license or authorization. Recipient shall pay any reasonable fee, cost or expense incurred by Service Provider in connection with Service Provider’s obtaining any consent, approval, permit, license or authorization required for the provision of any Service. If Service Provider agrees to amend the applicable Exhibit to increase the level or volume of such Service or change the manner in which such Service is provided as contemplated by the immediately preceding sentence, such support or service shall be provided at the Pass-Through Cost. If Recipient requests thatīe amended so that the level or volume of any Service be increased or that the manner in which any Service is provided be changed such that an amendment to such Exhibit would be required, Service Provider will not be required to increase the level or volume of such Service or change the manner in which such Service is provided unless and until such an amendment is agreed to by Service Provider. (including in respect of any increase in the scope of any Service), such support or service shall be provided at the Pass-Through Cost. (b) In the event that Recipient reasonably requests upon reasonable advance notice, and Service Provider elects to provide, any support or service not identified in
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