Compliance Examination Clause Samples
A Compliance Examination clause grants a party, often an auditor or regulatory authority, the right to review and inspect records, operations, or processes to ensure adherence to applicable laws, regulations, or contractual obligations. This typically involves providing access to relevant documents, facilities, and personnel for the purpose of verifying compliance, and may occur on a scheduled or ad hoc basis. The core function of this clause is to promote transparency and accountability, helping to identify and address potential violations or deficiencies before they escalate into larger issues.
Compliance Examination. At such reasonable intervals as GNB shall deem appropriate during the Term and upon reasonable prior Notice from GNB, Ace shall afford GNB, through its authorized representatives, counsel, accountants, agents, and employees (the "GNB Representatives"), reasonable access during normal business hours to all of Ace's business operations, properties (including each Location at which Bank Loans are offered), books, files and records, and will take all such other actions reasonably necessary, to enable the GNB Representatives to make a complete examination of Ace's financial statements and business operations regarding the origination, documentation, processing and collection of Bank Loans for the sole purpose of determining Ace's compliance with the requirements of the Bank Loan Operating Manuals. Such examination shall be conducted in cooperation with the officers and agents of Ace and in such a manner as to minimize, to the extent possible consistent with the reasonable conduct of a comprehensive examination, any disruption of, or interference with, the normal business operations of Ace. The cost of such examination shall be paid by GNB."
Section 8.1 (a) of the Agreement is hereby amended to read as follows:
(a) of all losses, claims, obligations, demands, assessments, penalties, liabilities, costs (including reasonable attorneys' fees and expenses) and damages asserted against Ace or any Ace Indemnified Person or relating to any Third-Party Claims (as defined below in this Section 8.1) asserted against Ace or any Ace Indemnified Person if the Third-Party Claims arise out of one or more Bank Loans made or services or products provided under this Agreement solely from the Effective Date and prior to April 1, 2001, except any Third-Party Claims described in Section 8.1(b) or Section 8.1(c); and * of all Ace Losses by reason of, resulting from, or relating to any Third-Party Claims asserted against Ace or any Ace Indemnified Person if the Third-Party Claims arise out of one or more Bank Loans made or services or products provided under this Agreement solely from and after April 1, 2001, except any Third-Party Claims described in Section 8.1(b) or Section 8.1(c); and for purposes of his Section 8.1(a), (i) each Renewal of a Bank Loan shall be deemed * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from th...
Compliance Examination. In January, 2006, the MFDA undertook a second compliance examination of the Respondent (the “2006 Examination”) which included an assessment of compliance by the Respondent for the period from February 1, 2004 to December 31, 2005. The 2006 Examination included a review of the Respondent’s head office as well as 3 branch locations. The findings of the 2006 Examination were reported to the Respondent in the MFDA Compliance Examination Report dated May 26, 2006 (the “2006 MFDA Report”).
Compliance Examination. 9. In October 2005, MFDA Compliance Staff conducted a compliance examination of the Respondent covering the period October 1, 2004 to September 30, 2005 in order to assess the Respondent’s compliance with MFDA Rules, By-laws and Policies (the “First Examination”). The results of the First Examination were summarized and delivered to the Respondent in a report dated December 22, 2005 (the “First Report”).
10. The First Report identified numerous compliance deficiencies including the failure of the Respondent to be fully compliant in the areas of:
(a) Implementing a Daily Trade Report containing all securities transactions required to be reviewed by the Respondent;
(b) Maintaining evidence of trade supervision;
(c) Adequately reviewing marketing materials of the Respondent and its Approved Persons for compliance with applicable MFDA requirements;
(d) Maintaining records of the review and approval of marketing materials that were authorized for distribution to clients or members of the public; (referred to collectively as the “Deficiencies”)
11. Between January 25, 2006 and September 12, 2006, the Respondent exchanged detailed correspondence with Staff stating that it had taken, and would take additional corrective measures to resolve the Deficiencies described in the First Report.
12. On the basis of the Respondent’s statements regarding those corrective measures, Staff advised the Respondent by letter dated September 14, 2006, that it had no further comments on the Deficiencies.
Compliance Examination. During the Examination, Staff identified the following areas in which the Respondent’s distribution of scholarship plans to clients was deficient.