Common use of Access to Personnel and Records Clause in Contracts

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the 2007 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited For fifteen (15) months following the Fountain Distribution Date, each Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Subject to the confidentiality provisions of this Agreement, (i) each Party shall authorize, authorize and use its commercially reasonable efforts to cause, request its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) Auditors both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each statements with the Commission for the fiscal year ending December 31, 2019, and (ii) each Party shall use commercially reasonable efforts to make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the 2018/2019 Internal Control Audit and Management Assessments.;

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ the Other Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each With respect to the 2007 fiscal year of each of PEC and Patriot, if PEC and Patriot use a different independent auditor then each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such the other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each In such an event, each Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and the other Parties’ party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Parties and to such Other Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management AssessmentsAssessments for the fiscal year ending June 30, 2015.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective the 2006 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) shall authorize, and use its commercially reasonable efforts to cause, its auditors to make available to the Other Party’s Auditors both the personnel who performed or are performing the annual audits of such Audited Party and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall use its commercially reasonable efforts to make available to the Other Parties’ Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the other Party’s auditors (each such the other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable schedule for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the 2018 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each With respect to the fiscal year 2008, and any future fiscal year of each of PNX and Spinco, then each audited Party shall authorizeauthorize its auditors, and use its commercially reasonable efforts to cause, cause its respective auditors auditors, to make available to the other Party’s auditors (each such the other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the Party requesting access, both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, each Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the Party requesting access, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each With respect to the fiscal year 2012, and any future fiscal year of each of L-3 and Spinco, each audited Party shall authorizeauthorize its auditors, and use its commercially reasonable efforts to cause, cause its respective auditors auditors, to make available to the other Party’s auditors (each such the other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the Party requesting access, both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, each Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the Party requesting access, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Parties and to such Other Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management AssessmentsAssessments for 2013.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective the 2008 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Except to the extent otherwise contemplated by the Specified Ancillary Agreements each Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may reasonably require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the other Party and to such Other Parties’ Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and the other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management AssessmentsAssessments for 2017 and 2018.

Access to Personnel and Records. Each audited With respect to the fiscal year 2009, and any future fiscal year of each of IDT and CTM, each Party (the “Audited Party”) shall authorizeauthorize its auditors, and use its commercially reasonable efforts to causecause its auditors, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the other Party, both the personnel who performed or are performing the annual audits of such audited party (each such the Audited Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such the Audited Party, in all cases within a reasonable time prior to such Other Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditorsthe Other Party’s Auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, the Audited Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the other Party, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Subject to the confidentiality provisions of this Agreement (including, for the avoidance of doubt, those set forth in Article VI) and to the extent it relates to the time prior to the Spinco Distribution, (i) each Party shall authorize, authorize and use its commercially reasonable efforts to cause, request its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) Auditors both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected Parties’ auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s Parties’ auditors as it relates to their auditors’ report on such other Party’s Parties’ financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each statements with the SEC for the fiscal year ending December 31 of the calendar year in which the Spinco Distribution occurs (or, if the Spinco Distribution occurs in the first quarter of a calendar year, the previous fiscal year), and (ii) each Party shall use commercially reasonable efforts to make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the each other Party’s auditors auditor (each such other Party’s auditors, collectively, the “Other Parties’ AuditorsParty’s Auditor”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are Party’s Auditor is able to perform the procedures they consider it considers necessary to take responsibility for the work of the Audited Party’s auditors auditor as it relates to their auditors’ its auditor’s report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors Party’s Auditor and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ Party’s Auditor’s opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Auditors Party’s Auditor and other Parties’ Party’s management are able to perform the procedures they consider necessary to conduct their respective the 2013 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Parties’ Auditors), in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the other Parties and to such Other Parties’ Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management AssessmentsAssessments for 2016 and 2017.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s 's auditors (each such other Party’s 's auditors, collectively, the “"Other Parties’ ' Auditors”") both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “"Audited Party”") and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s 's expected auditors’ ' opinion date, so that the Other Parties’ ' Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s 's auditors as it relates to their auditors’ ' report on such other Party’s 's financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ ' Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ ' Auditors’ ' opinion date and other Parties’ ' management’s 's assessment date so that the Other Parties’ ' Auditors and other Parties’ ' management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the 2006 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, authorize its respective auditors to make reasonably available to the other Party’s auditors (each such the other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the 2018 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the each other Party’s Parties’ auditors (each such other Party’s Parties’ auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective the 2007 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable best efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited With respect to fiscal year 2016, and any future fiscal year of each of IDT and Zedge, each Party (the “Audited Party”) shall authorizeauthorize its auditors, and use its commercially reasonable efforts to causecause its auditors, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the other Party, both the personnel who performed or are performing the annual audits of such audited party (each such the Audited Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such the Audited Party, in all cases within a reasonable time prior to such Other Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditorsthe Other Party’s Auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, the Audited Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the other Party, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited With respect to fiscal year 2017, and any future fiscal year of each of IDT and Xxxxxx, each Party (the “Audited Party”) shall authorizeauthorize its auditors, and use its commercially reasonable efforts to causecause its auditors, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the other Party, both the personnel who performed or are performing the annual audits of such audited party (each such the Audited Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such the Audited Party, in all cases within a reasonable time prior to such Other Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditorsthe Other Party’s Auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, the Audited Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the other Party, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each With respect to the fiscal year 2009, and any future fiscal year of each of Parent and Spinco, each audited Party shall authorizeauthorize its auditors, and use its commercially reasonable efforts to cause, cause its respective auditors auditors, to make available to the other Party’s auditors (each such the other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the Party requesting access, both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, each Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the Party requesting access, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective the 2007 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Subject to the confidentiality provisions of this Agreement (including, for the avoidance of doubt, those set forth in Article VI) and to the extent it relates to the time prior to the Spinco Distribution, (i) each Party shall authorize, authorize and use its commercially reasonable efforts to cause, request its respective auditors to make reasonably available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) Auditors both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected Parties’ auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s Parties’ auditors as it relates to their auditors’ report on such other Party’s Parties’ financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each statements with the SEC for the fiscal year in which the Spinco Distribution occurs (or, if the Spinco Distribution occurs in the first quarter of a fiscal year, the previous fiscal year), and (ii) each Party shall use commercially reasonable efforts to make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective the 2010 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Subject to the confidentiality provisions of this Agreement, (i) each Party shall authorize, authorize and use request its commercially reasonable efforts to cause, its respective auditors auditor to make reasonably available to the other Other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) Auditor both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are Party’s Auditor is able to perform the procedures they consider it reasonably considers necessary to take responsibility for the work of the Audited Party’s auditors auditor as it relates to their its auditors’ report opinion on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each statements with the Commission for the fiscal year ending December 31, 2022, and (ii) each Party shall use commercially reasonable efforts to make reasonably available to the Other Parties’ Auditors Party’s Auditor and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ Party’s Auditor’s opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Auditors Party’s Auditor and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the 2021/2022 Internal Control Audit and Management Assessments.; and

Access to Personnel and Records. Each audited Subject to the confidentiality provisions of this Agreement, (i) each Party shall authorize, authorize and use request its commercially reasonable efforts to cause, its respective auditors auditor to make reasonably available to the other Other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) Auditor both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are Party’s Auditor is able to perform the procedures they consider it reasonably considers necessary to take responsibility for the work of the Audited Party’s auditors auditor as it relates to their its auditors’ report opinion on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each statements with the Commission for the fiscal year ending December 31, 2021, and (ii) each Party shall use commercially reasonable efforts to make reasonably available to the Other Parties’ Auditors Party’s Auditor and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ Party’s Auditor’s opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Auditors Party’s Auditor and other Parties’ Party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the [[2021/2022] / [2022/2023]] Internal Control Audit and Management Assessments.; and

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion date and other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ Party’s management are able to perform the procedures they consider necessary to conduct their respective the 2008 Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each Following the Effective Time, each audited Party shall authorizeauthorize its auditors, and use its commercially reasonable efforts to cause, cause its respective auditors auditors, to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the Party requesting access, both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, each Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the Party requesting access, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, such party will authorize its respective auditors to make reasonably available to the other Partyparty’s auditors (each such other Partyparty’s auditors, collectively, the “Other Parties’ Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Partyparty’s financial statementsAnnual Financial Statements, all within sufficient time to enable such other Party party to meet its timetable for the printing, filing and public dissemination of its annual financial statementsAnnual Financial Statements. Each Party shall such party will make reasonably available to the Other Parties’ Party’s Auditors and management its personnel and Records records in a reasonable time prior to the Other PartiesParty’ Auditors’ opinion date and other Parties’ party’s management’s assessment date so that the Other Parties’ Party’s Auditors and other Parties’ party’s management are able to perform the procedures they reasonably consider necessary to conduct their respective the Internal Control Audit and Management Assessments.

Access to Personnel and Records. Each audited With respect to fiscal year 2013, and any future fiscal year of each of IDT and SPCI, each Party (the “Audited Party”) shall authorizeauthorize its auditors, and use its commercially reasonable efforts to causecause its auditors, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Party’s Auditors”) ), at the sole cost and expense of the other Party, both the personnel who performed or are performing the annual audits of such audited party (each such the Audited Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such the Audited Party, in all cases within a reasonable time prior to such Other Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for for, or otherwise to review to the extent deemed required, the work of the Audited Party’s auditors as it relates to their auditorsthe Other Party’s Auditors’ report on or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual or interim financial statements. Each In such an event, the Audited Party shall make available to the Other Parties’ Party’s Auditors and management its personnel and Records Records, at the sole cost and expense of the other Party, in a reasonable time prior to the Other Parties’ Party’s Auditors’ opinion or review date and the other Parties’ Party’s management’s assessment date so that the Other Parties’ Party’s Auditors and the other Parties’ Party’s management are able to prepare its annual or interim financial statements or to perform the procedures they consider necessary to conduct their respective the Internal Control Audit and Management Assessments.