Access to Shared Historical Records; Information Arising from Affiliate Relationship Sample Clauses

Access to Shared Historical Records; Information Arising from Affiliate Relationship. For a period of one year following the First Trigger Date, Citigroup and Primerica will retain the right to access any records, information or documents which exist resulting from Citigroup’s and Primerica’s relationship as Affiliates, or any other shared or commingled historical records. Upon reasonable notice and at each party’s own expense, Citigroup (and its authorized representatives) and Primerica (and its authorized representatives) will be afforded access to such records at reasonable times and during normal business hours and each party (and its authorized representatives) will be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided, access to such records may be denied if (i) Citigroup or Primerica, as the case may be, cannot demonstrate a legitimate business need for such access to the records, (ii) the information contained in the records is subject to any applicable confidentiality commitment to a third party, (iii) a bona fide competitive reason exists to deny such access, (iv) the records are to be used for the initiation of, or as part of, a suit or claim against the other party, (v) such access would serve as a waiver of any Privilege afforded to such record, and (vi) such access will unreasonably disrupt the normal operations of Citigroup or Primerica, as the case may be. Notwithstanding anything in this Agreement to the contrary, the retention of and access to records, information or documents related to the tax matters of Primerica and Citigroup will be governed exclusively by the Tax Separation Agreement.

Access to Shared Historical Records; Information Arising from Affiliate Relationship. (a) Following the First Trigger Date, Liberty Mutual and Agency Markets will retain the right to access the shared or commingled historical records, including the books, records, and such other records, files, information and/or data, or portions thereof (the “Records”), related to the historic relationship of Agency Markets, Liberty Mutual and their respective affiliates as stored or maintained in the storage facilities of any member of the Liberty Mutual Affiliated Group, Agency Markets and its Subsidiaries or any third party contracted by them for such storage or maintenance (the “Storage Facilities”). Upon reasonable notice and at each party’s own expense, Liberty Mutual (and its authorized representatives) and Agency Markets (and its authorized representatives) will be afforded access to the Records at reasonable times and during normal business hours at the Storage Facilities, and each party (and its authorized representatives) will be permitted, at its own expense, to make abstracts from, or copies of, any such Records; provided, however, that such access does not unreasonably disrupt the normal operations of Liberty Mutual or Agency Markets, as the case may be. The parties hereto agree to negotiate a mutually acceptable agreement for the allocation of cost related to the storage of the Records in the Storage Facilities and, following the First Trigger Date, to the extent practicable keep separate the records related to the independent operation of their respective business from the Records. The provision of any Records shall not be deemed a waiver of any Privilege and the parties shall use reasonable efforts to maintain and protect such Privileges with reasonable prior notice and in consultation with the other parties. (b) For a period of one year following the First Trigger Date, Liberty Mutual and Agency Markets will retain the right to access any records, information or documents relating to Liberty Mutual’s and Agency Markets’ relationship as Affiliates. Upon reasonable notice and at each party’s own expense, Liberty Mutual (and its authorized representatives) and Agency Markets (and its authorized representatives) will be afforded access to such records at reasonable times and during normal business hours and each party (and its authorized representatives) will 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 (i) Liberty Mutual or Agency Markets, as...