Common use of RIGHT OF INSPECTION AND AUDIT Clause in Contracts

RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf of an Exchange may have access to Subscriber's offices or locations, under the Subscribers corporate security policies, in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through Vendor, to compensate an Exchange that discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchange. Subscriber shall maintain the records and books upon which it bases the reporting for the Exchanges for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.

RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf of an Exchange may have access to Subscriber's offices or locations, under the Subscribers corporate security policies, in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through Vendor, to compensate an Exchange that discovers an under-under- reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchange. Subscriber shall maintain the records and books upon which it bases the reporting for the Exchanges for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber Xxxxxxxxxx agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.

RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf of an Exchange may have access to Subscriber's offices or locations, under the Subscribers corporate security policies, in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through Vendor, to compensate an Exchange that discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchange. Subscriber shall maintain the records and books upon which it bases the reporting for the Exchanges for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber Xxxxxxxxxx agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.

RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf of an Exchange may have access to Subscriber's offices or locations, under Page 3 of 4 Version 2.0 the Subscribers corporate security policies, in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through Vendor, to compensate an Exchange that discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchange. Subscriber shall maintain the records and books upon which it bases the reporting for the Exchanges for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.

RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf the Distributor or any of an Exchange the Exchanges may have access to the Subscriber's offices or locations, under the Subscribers corporate security policies, locations in order to observe the use made of the Market Data Data, and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by the Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. The Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% 1½% per month), through Vendor, to compensate an Exchange that the Distributor and any of the Exchanges if the audit discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such ExchangeExchanges, the Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchangeto such Exchange(s). The Subscriber shall maintain the records and books upon which it bases the its reporting for the Exchanges for six three (63) years following the period to which the records and books relate. In the event that the Subscriber fails to retain such records and books as required above, the Subscriber agrees to pay each Exchange's any of the Exchanges a reasonable estimate of any discrepancy discovered pursuant to any such audit.

RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf of an Exchange may have access to Subscriber's offices or locations, under the Subscribers corporate security policies, in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through Vendor, to compensate an Exchange that discovers an under-under- reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchange. Subscriber shall maintain the records and books upon which it bases the reporting for the Exchanges for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.