Availability and Access Sample Clauses

Availability and Access. (a) Prior to the Service Commencement Date, the Books and Records shall be available (at their place of keeping) for inspection, examination, and audit by the Service Provider and its representatives (including any Authorized Administrator) at all reasonable times. Prior to the Service Commencement Date, the Company shall provide to Service Provider and its representatives (including any Authorized Administrator), without cost to Service Provider, access, upon reasonable notice and during normal business hours, to the Business Employees and other employees of the Company and its Affiliates who shall provide reasonable assistance to Service Provider and its representatives as to any matter with respect to the Books and Records, the transfer of the Books and Records to the Service Provider, and the transition of the Services from the Company to the Service Provider. (b) Following the Service Commencement Date, the Service Provider Books and Records shall be available (at their place of keeping) for inspection, examination, and audit by the Company and state and federal regulatory authorities (in each case together with their respective representatives) at all reasonable times. Following the Service Commencement Date, the Service Provider shall furnish to the Company (i) at the Service Provider's expense, copies of any Service Provider Books and Records relating to the transactions under this Agreement as may be reasonably required by the Company in connection with the preparation of the Company's financial statements, state and federal income and other Tax returns, and any other filings or reports required to be filed with, or requested by, state or federal regulatory authorities or any rating agencies and (ii) at the Company's expense, copies of any such Service Provider Books and Records for any other reason, provided, however, that Service Provider's obligations with respect to any such Service Provider Books and Records that are kept in machine readable format (including but not limited to data bases) in Service Provider's custody shall be limited to providing a machine readable file, current as of the date provided in accordance with Service Provider's customary practices, prepared for reading and manipulation using the application, operating system, machine language, data field format, and field content of the file in which such data resides as of the date requested (a file conversion process commonly referred to as a "flat file").