Common use of Access to Personnel and Records Clause in Contracts

Access to Personnel and Records. With respect to the 2011 fiscal year of each of the Company and Newco, if the Company and Newco use a different independent auditor then each audited Party shall authorize, and use reasonable best efforts to cause, its respective auditors to make available to the other Party’s auditors (the other Party’s auditors, collectively, the “Other Party’s Auditors”) both the personnel who performed or are performing the annual audits and interim quarterly reviews of such audited party (each such Party with respect to its own audit or review, 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 auditors’ opinion or review date, so that the Other 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 or review of such other Party’s financial statements, all within sufficient time to enable such other Party to meet its (or, as applicable, Parent’s) timetable for (A) the printing, filing and public dissemination of such Person’s annual and interim quarterly financial statements (including insurance or other regulatory financial statements) and (B) the preparation, printing, filing and dissemination of such Person’s annual and interim quarterly financial statements (including insurance or other regulatory financial statements) for use in any prospectus, registration statement, offering memorandum or other document relating to any private or public offering of securities or financing. In such an event, each Party shall make available to (I) the Other Party’s Auditors and management, and (II) any state or other regulatory examiner of the other Party, its personnel and records, agreements, documents, files, books, Contracts, instruments, computer data and other data and information in its possession in a reasonable time prior to the Other Party’s Auditors’ opinion date and the other party’s management’s or examiner’s assessment date so that the Other Party’s Auditors and the other Party’s management and examiners are able to perform the procedures they consider necessary to conduct their assessments including the Internal Control Audit and Management Assessments.

Access to Personnel and Records. With respect Subject to the 2011 fiscal year confidentiality provisions of this Agreement (including, for the avoidance of doubt, those set forth in Article VIII) and to the extent it relates to the time prior to the Spinco Distribution, (i) each of the Company and Newco, if the Company and Newco use a different independent auditor then each audited Party shall authorize, authorize and use reasonable best efforts to cause, request its respective auditors to make reasonably available to the other Party’s auditors (the other Party’s auditors, collectively, the “Other Party’s Auditors”) Parties’ Auditors both the personnel who performed or are performing the annual audits and interim quarterly reviews of such audited party Party (each such Party with respect to its own audit or reviewaudit, 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 Parties’ auditors’ opinion or review date, so that the Other Party’s 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 or review of such other Party’s Parties’ financial statements, all within sufficient time to enable such other Party to meet its (or, as applicable, Parent’s) timetable for (A) the printing, filing and public dissemination of such Person’s its annual and interim quarterly financial statements with the Commission for the fiscal year ending December 31 of the calendar year in which the Spinco Distribution occurs (including insurance or other regulatory financial statements) or, if the Spinco Distribution occurs in the first quarter of a calendar year, the previous fiscal year), and (Bii) the preparation, printing, filing and dissemination of such Person’s annual and interim quarterly financial statements (including insurance or other regulatory financial statements) for use in any prospectus, registration statement, offering memorandum or other document relating to any private or public offering of securities or financing. In such an event, each Party shall use commercially reasonable efforts to make reasonably available to (I) the Other Party’s Parties’ Auditors and management, and (II) any state or other regulatory examiner of the other Party, management its personnel and records, agreements, documents, files, books, Contracts, instruments, computer data and other data and information in its possession Records in a reasonable time prior to the Other Party’s Parties’ Auditors’ opinion date and the other party’s Parties’ management’s or examiner’s assessment date so that the Other Party’s Parties’ Auditors and the other Party’s Parties’ management and examiners are able to perform the procedures they reasonably consider necessary to conduct their assessments including the Internal Control Audit and Management Assessments.;