Common use of RIGHT OF INSPECTION AND AUDIT Clause in Contracts

RIGHT OF INSPECTION AND AUDIT. The Cedant shall maintain the Cedant Books and Records (a) in accordance with any and all applicable Laws and (b) with a degree of care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies for its other businesses for its own account. Not more than once per calendar year, at reasonable times, for a reasonable duration and with not less than fifteen (15) Business Days’ prior notice to the Cedant, the Reinsurer or its Representatives, at the Reinsurer’s sole cost and expense, shall have (i) the right to inspect and audit the Cedant Books and Records, including as pertains to the payment of Reinsured Liabilities and the administration of the Subject Annuities and (ii) access to appropriate personnel of the Cedant; provided, however, that such audit shall not unreasonably interfere with the business and operations of the Cedant; provided, further, however, that the Cedant shall not be required to make available to the Reinsurer or its Representatives any document or information if the Cedant determines, in its reasonable judgment, that doing so would violate applicable Law or a contract or obligation of confidentiality owing to a non-Affiliated Person, jeopardize the protection of an attorney-client, attorney work product or other similar protection, privilege or immunity, or expose such party to liability for disclosure of sensitive or personal information, it being understood that the Cedant shall use commercially reasonable efforts to obtain waivers or make other arrangements that would enable any such item to be accessed by the Reinsurer or its Representatives without contravening applicable Law or obligation, destroying such privilege or exposing the Cedant to such liability. The Cedant shall use commercially reasonable efforts to respond to reasonable follow-up requests with respect to such inspection or audit following the conclusion of such inspection or audit. Without limitation of the foregoing, to the extent that the Cedant engages any third-party administrator in connection with the administration of the Subject Annuities, the Cedant shall provide (and ensure that such third-party administrator provides) the Reinsurer and its Representatives (x) access to the books, records and personnel of such third-party administrator to enable the Reinsurer or its Representatives to audit such third-party administrator and (y) the ability to review and monitor any activities relating to the conversion of the Subject Annuities and Administrative Services to any such third-party provider, in each case to the extent not inconsistent with the Cedant’s audit rights as respects such third-party administrator.

RIGHT OF INSPECTION AND AUDIT. The Cedant and Reinsurer shall maintain the Cedant Applicable Books and Records held by them (ai) in accordance with any and all applicable Laws and (bii) with a degree of care and diligence similar to that used for its other businesses for its own account and in accordance with its the internal record retention procedures and policies for its other businesses for its own account. Not more than once per calendar year, at reasonable times, for a times and upon reasonable duration and with not less than fifteen (15) Business Days’ prior advance notice to the Cedantother party and during normal business hours and subject to the rules applicable to visitors at the other party’s offices generally, the Reinsurer or requesting party and its Representativesdesignated Representatives and, if the requesting party is Reinsurer, any subcontractors, at the Reinsurer’s their sole cost and expense, shall have (ia) the right to inspect and audit audit, in accordance with security measures reasonably required by the Cedant other party, the Applicable Books and RecordsRecords of the other party, including as pertains to Assets in the Trust Account, the payment of Reinsured General Account Liabilities and the administration of the Subject Annuities Reinsured Policies to be performed by ▇▇▇▇▇▇ and Reinsurer, as applicable, and (iib) reasonable access to appropriate personnel of the Cedantother party, in each case for such period as any provision of this Agreement is in effect or as such requesting party reasonably needs access to such records for regulatory, Tax or similar purposes; provided, however, that (i) such inspection, audit and access shall not unreasonably interfere with the business and operations conduct of the Cedant; providedbusiness of the applicable party, further, however, that (ii) the Cedant requesting party shall not comply with all applicable Laws with respect to the use and disclosure of such Applicable Books and Records and other information obtained in connection therewith and (iii) no party shall be required to make available to the Reinsurer or its Representatives a requesting party any document or information if the Cedant such party determines, in its reasonable judgment, that doing so would violate contravene applicable Law Law, any fiduciary duty or a contract Contract or obligation of confidentiality owing to a non-Affiliated Person, jeopardize the protection of an attorney-client, attorney work product or other similar protection, privilege or immunity, or expose such party to liability for disclosure of sensitive or personal information, Personal Information; it being understood that the Cedant such party shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information to the extent not unduly burdensome) that would enable any such item to be accessed made available for review by the Reinsurer or its Representatives requesting party without contravening applicable Law or obligation, destroying such privilege or exposing the Cedant such party to such liability; provided, further, however, that a party’s right to inspect the other party’s Applicable Books and Records and access personnel of the other party shall not apply during the pendency of any related litigation between the parties including their Affiliates. The Cedant Notwithstanding the foregoing, (a) in the event that the other party materially breaches its obligations under this Agreement, upon delivery of notice from the inspecting party to the other party of the alleged material breach, together with reasonable supporting detail in respect thereof, either party shall use commercially reasonable efforts have the right of inspection and audit provided for in this Section 6.01 not more than once per calendar quarter during the pendency of such breach and (b) either party shall have the right of inspection and audit more frequently if necessary to respond to reasonable follow-up requests with respect to such inspection or audit following the conclusion a request received from a Governmental Authority upon delivery of such inspection or audit. Without limitation of the foregoing, notice to the extent that the Cedant engages any third-party administrator other party, together with reasonable supporting detail in connection with the administration of the Subject Annuities, the Cedant shall provide (and ensure that such third-party administrator provides) the Reinsurer and its Representatives (x) access to the books, records and personnel of such third-party administrator to enable the Reinsurer or its Representatives to audit such third-party administrator and (y) the ability to review and monitor any activities relating to the conversion of the Subject Annuities and Administrative Services to any such third-party provider, in each case to the extent not inconsistent with the Cedant’s audit rights as respects such third-party administratorrespect thereof.

RIGHT OF INSPECTION AND AUDIT. The Cedant and Reinsurer shall maintain the Cedant Applicable Books and Records held by them (ai) in accordance with any and all applicable Laws and (bii) with a degree of care and diligence similar to that used for its other businesses for its own account and in accordance with its the internal record retention procedures and policies for its other businesses for its own account. Not more than once per calendar year, at reasonable times, for a times and upon reasonable duration and with not less than fifteen (15) Business Days’ prior advance notice to the Cedantother party and during normal business hours and subject to the rules applicable to visitors at the other party’s offices generally, the Reinsurer or requesting party and its Representativesdesignated Representatives and, if the requesting party is Reinsurer, any subcontractors, at the Reinsurer’s their sole cost and expense, shall have (ia) the right to inspect and audit audit, in accordance with security measures reasonably required by the Cedant other party, the Applicable Books and RecordsRecords of the other party, including as pertains to the payment of Reinsured Liabilities the Reinsurer’s obligations hereunder and the administration of the Subject Annuities Reinsured Policies to be performed by ▇▇▇▇▇▇ and Reinsurer, as applicable, and (iib) reasonable access to appropriate personnel of the Cedantother party, in each case for such period as any provision of this Agreement is in effect or as such requesting party reasonably needs access to such records for regulatory, Tax or similar purposes; provided, however, that (i) such inspection, audit and access shall not unreasonably interfere with the business and operations conduct of the Cedant; providedbusiness of the applicable party, further, however, that (ii) the Cedant requesting party shall not comply with all applicable Laws with respect to the use and disclosure of such Applicable Books and Records and other information obtained in connection therewith and (iii) no party shall be required to make available to the Reinsurer or its Representatives a requesting party any document or information if the Cedant such party determines, in its reasonable judgment, that doing so would violate contravene applicable Law Law, any fiduciary duty or a contract Contract or obligation of confidentiality owing to a non-Affiliated Person, jeopardize the protection of an attorney-client, attorney work product or other similar protection, privilege or immunity, or expose such party to liability for disclosure of sensitive or personal information, Personal Information; it being understood that the Cedant such party shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information to the extent not unduly burdensome) that would enable any such item to be accessed made available for review by the Reinsurer or its Representatives requesting party without contravening applicable Law or obligation, destroying such privilege or exposing the Cedant such party to such liability; provided, further, however, that a party’s right to inspect the other party’s Applicable Books and Records and access personnel of the other party shall not apply during the pendency of any related litigation between the parties including their Affiliates. The Cedant Notwithstanding the foregoing, (a) in the event that the other party materially breaches its obligations under this Agreement, upon delivery of notice from the inspecting party to the other party of the alleged material breach, together with reasonable supporting detail in respect thereof, either party shall use commercially reasonable efforts have the right of inspection and audit provided for in this Section 14.1 not more than once per calendar quarter during the pendency of such breach and (b) either party shall have the right of inspection and audit more frequently if necessary to respond to reasonable follow-up requests with respect to such inspection or audit following the conclusion a request received from a Governmental Authority upon delivery of such inspection or audit. Without limitation of the foregoing, notice to the extent that the Cedant engages any third-party administrator other party, together with reasonable supporting detail in connection with the administration of the Subject Annuities, the Cedant shall provide (and ensure that such third-party administrator provides) the Reinsurer and its Representatives (x) access to the books, records and personnel of such third-party administrator to enable the Reinsurer or its Representatives to audit such third-party administrator and (y) the ability to review and monitor any activities relating to the conversion of the Subject Annuities and Administrative Services to any such third-party provider, in each case to the extent not inconsistent with the Cedant’s audit rights as respects such third-party administratorrespect thereof.

RIGHT OF INSPECTION AND AUDIT. The Cedant (a) Licensor shall maintain be permitted, during the Cedant term of this Agreement and for a period of three years following any termination of this Agreement (or longer to the extent of any applicable statute of limitations or any dispute hereunder), no more than twice in any twelve-month period, to inspect and conduct an audit of the Covered Books and Records (a) in accordance with any relating to the determination of the Fees and all applicable Laws referral fees due hereunder. During an inspection or audit, at Licensor’s expense, Licensor shall have the right to make copies or extracts of the Covered Books and Records. (b) with Licensor shall be permitted, during the term of this Agreement and for a degree period of care and diligence similar two years following any termination of this Agreement (or longer to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies for its other businesses for its own account. Not the extent of any applicable statute of limitations or any dispute hereunder), no more than once per calendar yeartwice in any twelve month period, at reasonable timesto meet with Licensee’s officers, employees and applicable agents and representatives for a reasonable duration the purpose of reviewing Licensee’s compliance with the quality control provisions of this Agreement, including Sections 7.3 and 7.4. (c) Licensor shall provide Licensee with not less than fifteen 20 days’ advance written notice of any inspection and audit or meeting conducted pursuant to this Section 9.2. Access to Licensee’s facilities in connection with any inspection and audit or meeting conducted pursuant to this Section 9.2 shall be during regular business hours. Licensee shall reasonably cooperate with, and shall not cause any interference with, any inspection and audit or meeting conducted pursuant to this Section 9.2. (15d) Business Days’ prior notice Licensor shall, and cause each Licensor Affiliate and each of their representatives and agents to, keep confidential all proprietary and confidential information that is obtained by Licensor pursuant to the Cedant, the Reinsurer or its Representatives, at the Reinsurer’s sole cost and expense, shall have this Section 9.2 other than information (i) the right to inspect and audit the Cedant Books and Records, including as pertains which is generally available to the payment public at the time it is provided to Licensor or thereafter becomes generally available to the public (other than as a result of Reinsured Liabilities and the administration disclosure by Licensor or any Licensor Affiliate or any of the Subject Annuities and their representatives or agents), (ii) access which was available to appropriate personnel Licensor or any Licensor Affiliate prior to it being furnished to Licensor pursuant to this Section 9.2, (iii) is or becomes available to Licensor or any Licensor Affiliate from a Person other than Licensee or any Company Affiliate or any of their representatives or agents, provided such Person shall not be known by Licensor to be in breach of its obligations to keep confidential such information or (iv) was or is independently developed by Licensor or any Licensor Affiliate or others on any of their behalf without recourse to or reliance upon Confidential Information (the Cedant“Confidential Information”); provided, however, that such audit shall not unreasonably interfere with the business Licensor and operations any Licensor Affiliate and any of the Cedant; provided, further, however, that the Cedant shall not be required to make available their representatives and agents may disclose any Confidential Information to the Reinsurer or its Representatives any document or information if the Cedant determines, in its reasonable judgment, that doing so would violate extent such disclosure is required by applicable Law or a contract stock market rule, subject (other than in the case of disclosure pursuant to applicable corporation or obligation securities Laws or regulations of confidentiality owing any securities exchange) to a non-Affiliated Person, jeopardize the protection of an attorney-client, attorney work product or other similar protection, privilege or immunity, or expose such party prior written notice to liability for disclosure of sensitive or personal information, it being understood that the Cedant shall use commercially reasonable efforts Licensee and cooperation with Licensee to obtain waivers a protective order or make other arrangements that would enable any such item to be accessed by the Reinsurer or its Representatives without contravening applicable Law or obligationsimilar confidentiality arrangement, destroying such privilege or exposing the Cedant to such liabilityif available. The Cedant covenant set forth in this Section 9.2(d) shall use commercially reasonable efforts to respond to reasonable follow-up requests terminate with respect to such inspection or audit following any Confidential Information one year after the conclusion disclosure of such inspection or audit. Without limitation of the foregoing, Confidential Information to the extent that the Cedant engages any third-party administrator in connection with the administration of the Subject Annuities, the Cedant shall provide (and ensure that such third-party administrator provides) the Reinsurer and its Representatives (x) access to the books, records and personnel of such third-party administrator to enable the Reinsurer or its Representatives to audit such third-party administrator and (y) the ability to review and monitor any activities relating to the conversion of the Subject Annuities and Administrative Services to any such third-party provider, in each case to the extent not inconsistent with the Cedant’s audit rights as respects such third-party administratorLicensor under this Section 9.2.

RIGHT OF INSPECTION AND AUDIT. The Cedant (a) Licensor shall maintain be permitted, during the Cedant term of this Agreement and for a period of three years following any termination of this Agreement (or longer to the extent of any applicable statute of limitations or any dispute hereunder), no more than twice in any twelve-month period, to inspect and conduct an audit of the Covered Books and Records (a) in accordance with any relating to the determination of the Fees and all applicable Laws referral fees due hereunder. During an inspection or audit, at Licensor's expense, Licensor shall have the right to make copies or extracts of the Covered Books and Records. (b) with Licensor shall be permitted, during the term of this Agreement and for a degree period of care and diligence similar two years following any termination of this Agreement (or longer to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies for its other businesses for its own account. Not the extent of any applicable statute of limitations or any dispute hereunder), no more than once per calendar yeartwice in any twelve month period, at reasonable timesto meet with Licensee's officers, employees and applicable agents and representatives for a reasonable duration the purpose of reviewing Licensee's compliance with the quality control provisions of this Agreement, including Sections 7.3 and 7.4. (c) Licensor shall provide Licensee with not less than fifteen 20 days' advance written notice of any inspection and audit or meeting conducted pursuant to this Section 9.2. Access to Licensee's facilities in connection with any inspection and audit or meeting conducted pursuant to this Section 9.2 shall be during regular business hours. Licensee shall reasonably cooperate with, and shall not cause any interference with, any inspection and audit or meeting conducted pursuant to this Section 9.2. (15d) Business Days’ prior notice Licensor shall, and cause each Licensor Affiliate and each of their representatives and agents to, keep confidential all proprietary and confidential information that is obtained by Licensor pursuant to the Cedant, the Reinsurer or its Representatives, at the Reinsurer’s sole cost and expense, shall have this Section 9.2 other than information (i) the right to inspect and audit the Cedant Books and Records, including as pertains which is generally available to the payment public at the time it is provided to Licensor or thereafter becomes generally available to the public (other than as a result of Reinsured Liabilities and the administration disclosure by Licensor or any Licensor Affiliate or any of the Subject Annuities and their representatives or agents), (ii) access which was available to appropriate personnel Licensor or any Licensor Affiliate prior to it being furnished to Licensor pursuant to this Section 9.2, (iii) is or becomes available to Licensor or any Licensor Affiliate from a Person other than Licensee or any Company Affiliate or any of their representatives or agents, provided such Person shall not be known by Licensor to be in breach of its obligations to keep confidential such information or (iv) was or is independently developed by Licensor or any Licensor Affiliate or others on any of their behalf without recourse to or reliance upon Confidential Information (the Cedant"Confidential Information"); provided, however, that such audit shall not unreasonably interfere with the business Licensor and operations any Licensor Affiliate and any of the Cedant; provided, further, however, that the Cedant shall not be required to make available their representatives and agents may disclose any Confidential Information to the Reinsurer or its Representatives any document or information if the Cedant determines, in its reasonable judgment, that doing so would violate extent such disclosure is required by applicable Law or a contract stock market rule, subject (other than in the case of disclosure pursuant to applicable corporation or obligation securities Laws or regulations of confidentiality owing any securities exchange) to a non-Affiliated Person, jeopardize the protection of an attorney-client, attorney work product or other similar protection, privilege or immunity, or expose such party prior written notice to liability for disclosure of sensitive or personal information, it being understood that the Cedant shall use commercially reasonable efforts Licensee and cooperation with Licensee to obtain waivers a protective order or make other arrangements that would enable any such item to be accessed by the Reinsurer or its Representatives without contravening applicable Law or obligationsimilar confidentiality arrangement, destroying such privilege or exposing the Cedant to such liabilityif available. The Cedant covenant set forth in this Section 9.2(d) shall use commercially reasonable efforts to respond to reasonable follow-up requests terminate with respect to such inspection or audit following any Confidential Information one year after the conclusion disclosure of such inspection or audit. Without limitation of the foregoing, Confidential Information to the extent that the Cedant engages any third-party administrator in connection with the administration of the Subject Annuities, the Cedant shall provide (and ensure that such third-party administrator provides) the Reinsurer and its Representatives (x) access to the books, records and personnel of such third-party administrator to enable the Reinsurer or its Representatives to audit such third-party administrator and (y) the ability to review and monitor any activities relating to the conversion of the Subject Annuities and Administrative Services to any such third-party provider, in each case to the extent not inconsistent with the Cedant’s audit rights as respects such third-party administratorLicensor under this Section 9.2.