DISTRIBUTOR AUDIT. (a) From time to time, and no more than once in any twelve (12) month period unless necessary due to suspected non- compliance with the material provisions of this Agreement, Nasdaq may cause Distributor's (i) records relating to the Information, (ii) reports and payments relating to the Information, and (iii) System and Service (and all instruments and apparatus used in connection therewith), to be reviewed by Nasdaq personnel and/or auditors of Nasdaq’s choice. For 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 Distributor, which is protected under applicable banking secrecy regulations. The audit shall be scheduled upon reasonable notice to Distributor, during Nasdaq Market normal business hours, and conducted in locations where, as applicable, Distributor’s records are kept, where Distributor’s System is located, and/or where Distributor uses the Information. NASDAQ shall respect Distributor security policies while performing the audit. Nasdaq will make reasonable efforts to provide at least four (4) weeks advance written notice of the audit, unless the audit is scheduled due to suspected material non-compliance. Distributor shall promptly provide information or materials in response to any request for information relating to the Information. Distributor shall make available for examination all records, reports, payments, and supporting documentation, and Distributor’s System and Distributor’s Service necessary in the judgment of the Nasdaq audit personnel to reach a conclusion as to the accuracy and completeness of: (i) Distributor's reports to Nasdaq, (ii) the payments connected therewith, (iii) the description set forth in Distributor’s System Description and (iv) compliance with this Agreement and the Nasdaq Requirements.
(b) Nasdaq shall endeavor to ensure that, where reasonably practicable, Distributor is provided with a preliminary audit response within ninety (90) days following the completion of any audit. Nasdaq shall discuss the outcome of any such preliminary audit response in good faith with Distributor or, at Distributor’s election, with Distributor’s designee.
(c) After receipt of the preliminary audit response, Distributor may then elect, at Distributor’s sole discretion and at the Distributor’s sole expense, to conduct a subsequent review to determine the magnitude of the non-compliance. This subsequent review shall be completed an...
DISTRIBUTOR AUDIT. (a) From time to time, and no more than once in any twelve (12) month period unless necessary due to suspected non- compliance with the material provisions of this Agreement, Nasdaq may cause Distributor's (i) records relating to the Information,
DISTRIBUTOR AUDIT. (a) From time to time, NASDAQ OMX may cause Distributor's (i) records, (ii) reports and payments to NASDAQ OMX, and (iii) System and Service (and all instruments and apparatus used in connection therewith), to be reviewed by NASDAQ OMX personnel and/or auditors of NASDAQ OMX 's choice. The review shall be scheduled upon reasonable notice to Distributor, depending upon the circumstances and conducted in locations where Distributor’s records are kept, Distributor’s System is located or where Distributor uses the Information. In addition to or in lieu thereof, Distributor shall provide promptly information or materials in response to any request for information. Distributor shall make available for examination all records, reports, payments, and supporting documentation, and Distributor’s System and Service necessary in the judgment of the NASDAQ OMX audit personnel to reach a conclusion as to the accuracy and completeness of: (i) Distributor's reports to NASDAQ OMX, (ii) the payments connected therewith, (iii) the description set forth in Distributor’s System Description and (iv) compliance with this Agreement and the NASDAQ OMX Requirements. If the review conducted by NASDAQ OMX determines there is underreporting, underpayment or other financial non-compliance with this Agreement, then, at NASDAQ OMX ’s sole discretion, either Distributor shall cause Distributor's auditors (at the Distributor's sole expense) to conduct a review and to determine the magnitude of any adjustments of amounts previously remitted to NASDAQ OMX within ninety (90) days after notice from NASDAQ OMX, or NASDAQ OMX or its auditors shall determine the magnitude of any such adjustments. If such audit or review discloses additional underreported or underpaid amounts or other financial non-compliance, such amounts shall be remitted to NASDAQ OMX, together with applicable interest, the later of fifteen (15) days after the date of NASDAQ OMX ’s invoice containing such unpaid amounts or the applicable due date as set forth in the NASDAQ OMX Requirements; if such audit or review discloses an overpayment, then NASDAQ OMX will apply the overpayment for the 60 days prior to the end of the period being reviewed as a credit against amounts due from Distributor. If the examination conducted by NASDAQ OMX personnel or its or Distributor’s auditors reveals that there may be errors or omissions in Distributor’s System Description, Distributor shall submit a revised Distributor’s System Description for...
