Audit by Nasdaq. From time to time, NASDAQ may cause Vendor's (a) records of Subscriber Interrogation Devices, (b) reports and payments to NASDAQ under this Agreement, and (c) data processing equipment and communications facilities used to receive the Information and/or to provide the Service, to be reviewed by NASDAQ personnel and/or auditors of NASDAQ's choice., subject to the provisions of this Section 4.09. For the avoidance of doubt, any such NASDAQ personnel or auditors shall not access, examine, observe, review or in any way gain disclosure to any information of Vendor, which is protected under applicable banking secrecy regulations. The review shall be scheduled upon reasonable notice to Vendor and, conducted in Vendor's offices where its records are kept or its data processing equipment and communications facilities are located. , and subject to Vendor’s reasonable procedures and policies on facility access, provided, however, nothing therein will limit NASDAQ’s ability to satisfy its obligations as set forth in this Section 4.09. Upon reasonable request, Vendor shall make available for review all records and supporting documentation necessary in the reasonable judgment of the NASDAQ audit personnel to reach a conclusion as to the accuracy and completeness of: (i) Vendor's reports to NASDAQ, (ii) the payments connected therewith, and (iii) the description set forth in Vendor’s System Description. If the examination conducted by NASDAQ personnel or its auditors reveals that there may be errors in Vendor’s reporting of Subscriber Interrogation Devices, if any, or those measurements of Information usage that must be reported to NASDAQ as set forth in this Agreement and the NASDAQ Requirements or exceptions or errors in the audit reports provided to NASDAQ pursuant to Section 4.08, Vendor shall notify Vendor's Auditors and direct them to perform such procedures as are necessary to determine the magnitude of any adjustments of amounts previously remitted to NASDAQ relating to the audit period in question and to provide NASDAQ with the results thereof within ninety (90) days after notice from NASDAQ. If the review conducted by NASDAQ relates to a previously unaudited period, then unless Vendor shall cause Vendor's Auditors (at the Vendor's sole expense) to review the unaudited period and to determine the magnitude of any adjustments of amounts previously remitted to NASDAQ within ninety (90) days after notice from NASDAQ, NASDAQ or its auditors shall determine the magni...
