Common use of Books and Records and Access Clause in Contracts

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both Parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records. Subject to subclause (a) above, each of the Ceding Company and the Assuming Company shall maintain its respective Books and Records relating to the Novated Contracts. During the term of this Agreement, Ceding Company shall, upon any reasonable request of the Assuming Company or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request (i) provide to the Requesting Party and its Representatives reasonable access during normal business hours to the such Party’s Books and Records pertaining to the Novated Contracts and to any services to be provided in respect thereof, provided such access shall not unreasonably interfere with the conduct of the business of such Party, (ii) permit the Requesting Party and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the administration of the Novated Contracts, and (iii) make available to the Requesting Party its personnel knowledgeable with respect thereto to facilitate such inspection and audit. In furtherance of the foregoing, at the Requesting Party’s reasonable request, the other Party shall meet with the Requesting Party and its Representatives upon reasonable notice and during normal business hours and for a reasonable period of time (but no more than once per calendar quarter) to discuss the administration of the Novated Contracts. Nothing herein shall (x) require either Party to disclose any information to the other Party or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which such Party or any of its Affiliates is a party); it being understood that such Party shall use its reasonable best efforts to enable such information to be furnished or made available to the Requesting Party or its Representatives without so jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Requesting Party on mutually agreeable terms) or (y) require such Party to disclose its tax records or any personnel or related records. (b) The Ceding Company shall notify the Assuming Company promptly of any material updates, inaccuracies, corrections or changes made to or discovered with respect to the Books and Records (including with respect to any Policyholder data or other data relating to the Novated Contracts) it previously transferred to the Assuming Company of which it becomes aware.

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both Parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records. Subject to subclause (a) above, each Each of the Ceding Company and the Assuming Company Reinsurer shall maintain its respective Books and Records relating to the Novated Reinsured Contracts. During the term of this Agreement, Ceding Company shall, upon any reasonable request of from the Assuming Company Reinsurer or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request shall (i) provide to the Requesting Party Reinsurer and its Representatives reasonable access during normal business hours to the such PartyCeding Company’s Books and Records pertaining to the Novated Contracts and to any services to be provided in respect thereofReinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of such Partythe Ceding Company, (ii) permit the Requesting Party Reinsurer and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the Novated Contracts, Reinsured Contracts and (iii) make available to the Requesting Party Reinsurer its personnel knowledgeable with respect thereto to facilitate such inspection and audit. In furtherance of the foregoing, at the Requesting Party’s Reinsurer’ reasonable request, the other Party Ceding Company shall meet with the Requesting Party Reinsurer and its Representatives upon reasonable notice and during normal business hours and for a reasonable period of time (but no more than once per calendar quarter) to discuss the Ceding Company’s administration of the Novated Reinsured Contracts. Nothing herein shall (x) require either Party the Ceding Company to disclose any information to the other Party Reinsurer or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which such Party the Ceding Company or any of its Affiliates is a party); it being understood that such Party the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Requesting Party Reinsurer or its Representatives without so jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Requesting Party Reinsurer on mutually agreeable terms) or (y) require such Party the Ceding Company to disclose its tax Tax records or any personnel or related records. records (b) The Ceding Company shall notify the Assuming Company promptly of any material updates, inaccuracies, corrections or changes made to or discovered except with respect to the Books Premium Taxes and Records (including with respect to any Policyholder data or other data relating to the Novated Contracts) it previously transferred to the Assuming Company of which it becomes awareTaxes expressly covered by this Agreement).

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both Parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records. Subject to subclause (a) above, each Each of the Ceding Company and the Assuming Company Reinsurer shall maintain its respective Books and Records relating to the Novated Reinsured Contracts. During the term of this Agreement, Ceding Company shall, upon any reasonable request of from the Assuming Company Reinsurer or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request shall (i) provide to the Requesting Party Reinsurer and its Representatives reasonable access during normal business hours to the such PartyCeding Company’s Books and Records pertaining to the Novated Contracts and to any services to be provided in respect thereofReinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of such Partythe Ceding Company, (ii) permit the Requesting Party Reinsurer and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the Novated Contracts, Reinsured Contracts and (iii) make available to the Requesting Party Reinsurer its personnel knowledgeable with respect thereto to facilitate such inspection and audit. In furtherance of the foregoing, at the Requesting PartyReinsurer’s reasonable request, the other Party Ceding Company shall meet with the Requesting Party Reinsurer and its Representatives upon reasonable notice and during normal business hours and for a reasonable period of time (but no more than once per calendar quarter) to discuss the Ceding Company’s administration of the Novated Reinsured Contracts. Nothing herein shall (x) require either Party the Ceding Company to disclose any information to the other Party Reinsurer or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which such Party the Ceding Company or any of its Affiliates is a party); it being understood that such Party the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Requesting Party Reinsurer or its Representatives without so jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Requesting Party Reinsurer on mutually agreeable terms) or (y) require such Party the Ceding Company to disclose its tax records or any personnel or related records. records (b) The Ceding Company shall notify the Assuming Company promptly of any material updates, inaccuracies, corrections or changes made to or discovered except with respect to the Books Premium Taxes and Records (including with respect to any Policyholder data or other data relating to the Novated Contracts) it previously transferred to the Assuming Company of which it becomes awaretaxes expressly covered by this Agreement).

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both Parties parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records. . (b) Subject to subclause (a) above, each of the Ceding Company and the Assuming Company shall maintain its respective Books and Records relating to the Novated Contracts. During the term of this Agreement, Ceding Company shall, upon any reasonable request of the Assuming Company or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request (i) provide to the Requesting Party and its Representatives reasonable access during normal business hours to the such Party’s Books and Records pertaining to the Novated Contracts and to any services to be provided in respect thereof, provided such access shall not unreasonably interfere with the conduct of the business of such Party, (ii) permit the Requesting Party and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the administration of the Novated Contracts, and (iii) make available to the Requesting Party its personnel knowledgeable with respect thereto to facilitate such inspection and audit. In furtherance of the foregoing, at the Requesting Party’s reasonable request, the other Party shall meet with the Requesting Party and its Representatives upon reasonable notice and during normal business hours and for a reasonable period of time (but no more than once per calendar quarter) to discuss the administration of the Novated Contracts. Nothing herein shall (x) require either Party to disclose any information to the other Party or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which such Party or any of its Affiliates is a party); it being understood that such Party shall use its reasonable best efforts to enable such information to be furnished or made available to the Requesting Party or its Representatives without so withoutso jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Requesting Party on mutually agreeable terms) or (y) require such Party to disclose its tax records or any personnel or related records. (bc) The Ceding Company shall notify the Assuming Company promptly of any material updates, inaccuracies, corrections or changes made to or discovered with respect to the Books and Records (including with respect to any Policyholder policyholder data or other data relating to the Novated Contracts) it previously transferred to the Assuming Company of which it becomes aware. (d) The Ceding Company shall provide to the Assuming Company the support operations set forth in Exhibit 4.

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both Parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records. Subject to subclause (a) above, each Each of the Ceding Company and the Assuming Company Reinsurer shall prepare and maintain its respective Books and Records relating to the Novated ContractsReinsured Contracts in accordance with (i) Applicable Law, (ii) the terms and conditions of this Agreement and (iii) such Party’s internal record retention procedures and policies. During the term of this Agreement, the Ceding Company shall, upon shall promptly provide the Reinsurer with copies of all Books and Records generated with respect to the Reinsured Contracts. Upon any reasonable request of from the Assuming Company Reinsurer or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law shall (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request (ix) provide to the Requesting Party Reinsurer and its Representatives reasonable access to such records during normal business hours to the such PartyCeding Company’s Books and Records pertaining to the Novated Contracts and to any services to be Reinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder; provided in respect thereof, provided that such access shall not unreasonably interfere with the conduct of the business of such Partythe Ceding Company, (iiy) permit the Requesting Party Reinsurer and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the administration payment of the Novated Contracts, Reinsured Liabilities and (iii) make available to the Requesting Party its personnel knowledgeable with respect thereto to facilitate such inspection and audit. In furtherance of the foregoing, at the Requesting Party’s reasonable request, the other Party shall meet with the Requesting Party and its Representatives upon reasonable notice and during normal business hours and for a reasonable period of time (but no more than once per calendar quarter) to discuss the administration of the (b) Notwithstanding anything to the Novated Contracts. Nothing herein contrary set forth in this Section 4.3, the Ceding Company shall (x) require either Party not be required to transfer or disclose any information to the other Party or its Representatives Reinsurer if such transfer or disclosure would jeopardize (i) contravene any attorney-client privilegeApplicable Law or Governmental Order; provided that, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Ceding Company shall (A) notify the Reinsurer in reasonable detail of the circumstances giving rise to contravention of Applicable Law or Governmental Order, (B) cooperate in any contract reasonable best efforts and requests for waivers and (including any confidentiality agreement to which such Party or any of its Affiliates is a party); it being understood that such Party shall C) use its reasonable best efforts to enable such information to be furnished or made available to the Requesting Party or its Representatives without so jeopardizing privilege or contravening such applicable Law make other arrangements (including redacting information or entering into joint defense agreements with agreements), in each case that would enable any otherwise required disclosure to the Requesting Party on mutually agreeable termsReinsurer to occur without so contravening such Applicable Law or Governmental Order, (ii) except as set forth in the Stock Purchase Agreement, require the Ceding Company or (y) require such Party its Affiliates to disclose its tax any Tax Return, any Tax records or any related material (except for Tax records (or portions thereof) prepared solely with respect to the Ceding Company), (iii) reveal confidential competitive information or (iv) require the Ceding Company or its Affiliates to provide any personnel file, medical file or related recordsrecords of any employee. (bc) The During or after the term of this Agreement, the Ceding Company shall notify not (i) use the Assuming Books and Records or any elements thereof relating to the Reinsured Contracts for any purpose other than fulfilling its obligations under this Agreement or as required by Applicable Law or (ii) sell, transfer, assign, disclose or license the Books and Records or any portion thereof to any party other than the Reinsurer, except that the Ceding Company promptly of any material updates, inaccuracies, corrections or changes made to or discovered with respect to may disclose the Books and Records (including x) to the Ceding Company’s Representatives; provided, that (A) such Representatives agree to be bound by this Section 4.3(c) and (B) the Ceding Company shall be responsible for any breach of this provision by any of its Representatives; and (y) if required by any Governmental Authority; provided, that the Ceding Company shall (1) notify the Reinsurer of such required disclosure in advance (to the extent such prior notice is permitted to be given under Applicable Law), (2) to the extent reasonably requested by the Reinsurer, cooperate with respect to any Policyholder data the Reinsurer in seeking an appropriate order or other data relating remedy protecting such information from disclosure and (3) only disclose such portion of the Books and Records as is required by such Governmental Authority and use its reasonable best efforts to secure confidential treatment of any such disclosed portion of the Books and Records. (d) Notwithstanding anything to the Novated Contracts) it previously transferred contrary herein or in any of the Transaction Agreements, the Reinsurer may, subject only to compliance with Applicable Law, use the Assuming Company of which it becomes awareBooks and Records and any portion thereof for any legitimate business purpose.