DISTRIBUTOR AUDIT Sample Clauses

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.
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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,
Sample 1
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...
Sample 1

Related to DISTRIBUTOR AUDIT

  • Customer Audit Customer or its independent third party auditor reasonably acceptable to SAP (which shall not include any third party auditors who are either a competitor of SAP or not suitably qualified or independent) may audit SAP’s control environment and security practices relevant to Personal Data processed by SAP only if:

  • PRODUCT MANUFACTURER'S SUPPLIERS Only those dealers/distributors listed by the manufacturer will be considered authorized to act on behalf of the Product Manufacturer.

  • Manufacturer A firm that operates or maintains a factory or establishment that produces on the premises, the materials or supplies obtained by the Contractor. Regular Dealer - A firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. A regular dealer engages in, as its principal business and in its own name, the purchase and sale or lease of the products in question. A regular dealer in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock, if it owns and operates distribution equipment for the products. Brokers and packagers are not regarded as manufacturers or regular dealers within the meaning of this section. North Carolina Unified Certification Program (NCUCP) - A program that provides comprehensive services and information to applicants for DBE certification, such that an applicant is required to apply only once for a DBE certification that will be honored by all recipients of USDOT funds in the state and not limited to the Department of Transportation only. The Certification Program is in accordance with 49 CFR Part 26. United States Department of Transportation (USDOT) - Federal agency responsible for issuing regulations (49 CFR Part 26) and official guidance for the DBE program. Forms and Websites Referenced in this Provision DBE Payment Tracking System - On-line system in which the Contractor enters the payments made to DBE subcontractors who have performed work on the project. xxxxx://xxxx.xxx.xxxxx.xx.xx/Vendor/PaymentTracking/ DBE-IS Subcontractor Payment Information - Form for reporting the payments made to all DBE firms working on the project. This form is for paper bid projects only. xxxx://xxx.xxxxx.xxx/doh/forms/files/DBE-IS.xls RF-1 DBE Replacement Request Form - Form for replacing a committed DBE. xxxx://xxxxxxx.xxxxx.xxx/projects/construction/Construction%20Forms/DBE%20MBE%20WBE %20Replacement%20Request%20Form.pdf SAF Subcontract Approval Form - Form required for approval to sublet the contract. xxxx://xxxxxxx.xxxxx.xxx/projects/construction/Construction%20Forms/Subcontract%20Approval %20Form%20Rev.%202012.zip JC-1 Joint Check Notification Form - Form and procedures for joint check notification. The form acts as a written joint check agreement among the parties providing full and prompt disclosure of the expected use of joint checks. xxxx://xxxxxxx.xxxxx.xxx/projects/construction/Construction%20Forms/Joint%20Check%20Notif ication%20Form.pdf Letter of Intent - Form signed by the Contractor and the DBE subcontractor, manufacturer or regular dealer that affirms that a portion of said contract is going to be performed by the signed DBE for the amount listed at the time of bid. xxxx://xxxxxxx.xxxxx.xxx/letting/LetCentral/Letter%20of%20Intent%20to%20Perform%20as%20 a%20Subcontractor.pdf

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • License Keys The Software, when used in production, requires a License Key to install or access it. You are responsible for the use of any License Key(s) assigned to you and must not share the License Key(s) with any third party. If your License Key is stolen, or if you suspect any improper or illegal usage of your License Key, you should promptly notify Acumatica of such occurrence. A replacement License Key will be issued to you and the compromised License Key will be disabled.

  • CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Master Contract.

  • License Key 2.5. The Application Software may include an embedded security system which if provided must be used together with a license key. The license key may limit the use of the Application Software to the applicable Use Level and prevent a single User from using more than one workstation at the same time and is valid for a certain period of time following which the license key must be renewed. Customer is solely responsible for any cost or loss arising out of Customer’s failure or delay to renew the license key.

  • Third Party Products and Services Through its Product(s), Palo Alto Networks may make available to you third-party products or services (“third-party apps”) which contain features designed to interoperate with our Products. To use such features, you must either obtain access to such third-party apps from their respective providers or permit Palo Alto Networks to obtain access on your behalf. All third-party apps are optional and if you choose to utilize such third-party apps:

  • DISTRIBUTORS, VENDORS, RESELLERS Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded.

  • Wholesaler Also referred to as Vendor, Pharmaceutical Prime Vendor, or Prime Vendor, is a business that functions as a purchaser’s source of distribution for a wide array of pharmaceutical and related Products as identified by the MMCAP Infuse Participating Facility. A Wholesaler is responsible for maintaining and distributing an Adequate Supply of pharmaceuticals and related Products and any other items contracted for that are dispensed through the MMCAP Infuse Participating Facilities’ pharmacy service.

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