Common use of Access to Historical Records Clause in Contracts

Access to Historical Records. For a period of ten years following the Non-Control Date, subject to an extension of up to five years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB and the Company shall retain the right to access such records of the other which exist resulting from NAB’s control or ownership of all or a portion of the Company and its Subsidiaries. Upon reasonable notice and at each Party’s own expense, NAB (and its authorized Representatives) and the Company (and its authorized Representatives) shall be afforded access to such records at reasonable times and during normal business hours, and each Party (and its authorized Representatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that access to such records may be denied if (a) NAB or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten year period following the Non-Control Date), or a legal, tax or regulatory requirement (during the extension period described above), for such access to the records; (b) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (c) a bona fide competitive reason exists to deny such access; (d) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (e) such access would serve as a waiver of any privilege afforded to such record; or (f) such access would unreasonably disrupt the normal operations of NAB or the Company, as the case may be.

Access to Historical Records. For a period of ten five years following the Non-Control Final Withdrawal Date, subject to an extension of up to five ten years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB RBS and the Company shall retain the right to access such records of the other which exist resulting from NABas a result of RBS’s control or ownership of all or a portion of the Company and its SubsidiariesCompany. Upon reasonable notice and at each Party’s own expense, NAB RBS (and its authorized Representativesrepresentatives) and the Company (and its authorized Representativesrepresentatives) shall be afforded access to such records at reasonable times and during normal business hours, hours and each Party (and its authorized Representativesrepresentatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that provided, access to such records may be denied if (ai) NAB RBS or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten five year period following the Non-Control Final Withdrawal Date), or a legal, tax or regulatory requirement (during the extension period described above), for such access to the records; (bii) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (ciii) a bona fide competitive reason exists to deny such access; (div) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (ev) such access would serve as a waiver of any privilege Privilege afforded to such record; or (fvi) such access would unreasonably disrupt the normal operations of NAB RBS or the Company, as the case may be. Notwithstanding the foregoing, nothing in this Section 6.11 shall require either Party to modify its record retention policy as may be in effect from time to time to retain or preserve any records that in the absence of this Section 6.11 would otherwise be exempt from such retention requirement.

Access to Historical Records. (a) For a period of ten two years following the Non-Control Third Threshold Date, subject to an extension of up to five ten years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB AXA and the Company shall retain the right to access such records of the other which exist resulting from NABAXA’s control or ownership of all or a portion of the Company and its SubsidiariesCompany. Upon reasonable notice and at each Party’s own expense, NAB AXA (and its authorized Representativesrepresentatives) and the Company (and its authorized Representativesrepresentatives) shall be afforded access to such records at reasonable times and during normal business hours, hours and each Party (and its authorized Representativesrepresentatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that access to such records may be denied if (ai) NAB AXA or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten two year period following the Non-Control Third Threshold Date), or a legal, tax legal or regulatory requirement (during the extension period described above), for such access to the records; (bii) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (ciii) a bona fide competitive reason exists to deny such access; (div) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (ev) such access would serve as a waiver of any privilege afforded to such record; or (fvi) such access would unreasonably disrupt the normal operations of NAB AXA or the Company, as the case may be.

Access to Historical Records. (a) For a period of ten two years following the Non-Control Third Threshold Date, subject to an extension of up to five ten years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB ING Group and the Company shall retain the right to access such records of the other which exist resulting from NABING Group’s control or ownership of all or a portion of the Company and its SubsidiariesCompany. Upon reasonable notice and at each Party’s own expense, NAB ING Group (and its authorized Representativesrepresentatives) and the Company (and its authorized Representativesrepresentatives) shall be afforded access to such records at reasonable times and during normal business hours, hours and each Party (and its authorized Representativesrepresentatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that provided, access to such records may be denied if (ai) NAB ING Group or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten two year period following the Non-Control Third Threshold Date), or a legal, tax legal or regulatory requirement (during the extension period described above), for such access to the records; (bii) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (ciii) a bona fide competitive reason exists to deny such access; (div) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (ev) such access would serve as a waiver of any privilege afforded to such record; or (fvi) such access would unreasonably disrupt the normal operations of NAB ING Group or the Company, as the case may be.

Access to Historical Records. For a period of ten years following the Non-Control Date, subject to an extension of up to five years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB and the Company shall retain the right to access such records of the other which exist resulting from NAB’s control or ownership of all or a portion of the Company and its Subsidiaries. Upon reasonable notice and at each Party’s own expense, NAB (and its authorized Representatives) and the Company (and its -24- SC1:3686837.8 authorized Representatives) shall be afforded access to such records at reasonable times and during normal business hours, and each Party (and its authorized Representatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that access to such records may be denied if (a) NAB or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten year period following the Non-Control Date), or a legal, tax or regulatory requirement (during the extension period described above), for such access to the records; (b) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (c) a bona fide competitive reason exists to deny such access; (d) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (e) such access would serve as a waiver of any privilege afforded to such record; or (f) such access would unreasonably disrupt the normal operations of NAB or the Company, as the case may be.

Access to Historical Records. For a period of ten five (5) years following the Non-Control Date, subject to an extension of up to five ten (10) years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB Parent and the Company shall retain the right to access such records of the other which exist resulting from NABas a result of Parent’s control or ownership of all or a portion of the Company and its SubsidiariesCompany. Upon reasonable notice and at each Party’s own expense, NAB Parent (and its authorized Representativesrepresentatives) and the Company (and its authorized Representativesrepresentatives) shall be afforded access to such records at reasonable times and during normal business hours, hours and each Party (and its authorized Representativesrepresentatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that provided, access to such records may be denied if (ai) NAB Parent or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten 5-year period following the Non-Control Date), or a legal, tax or regulatory requirement (during the extension period described above), for such access to the records; (bii) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (ciii) a bona fide competitive reason exists to deny such access; (div) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (ev) such access would serve as a waiver of any privilege Privilege afforded to such record; or (fvi) such access would unreasonably disrupt the normal operations of NAB Parent or the Company, as the case may be. Notwithstanding the foregoing, nothing in this Section 6.10 shall require either Party to modify its record retention policy as may be in effect from time to time to retain or preserve any records that in the absence of this Section 6.10 would otherwise be exempt from such retention requirement.