Common use of Continued Access Clause in Contracts

Continued Access. (a) For twelve years after the Closing Date, or, if later, (i) such period as may be required by any Federal, state, local or foreign governmental body or agency, (ii) the date on which the Acquiring Parties and their Affiliates shall be fully and completely released by MONY and its Affiliates from any and all liability relating to or arising out of the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) with respect to a Tax matter, the date on which the applicable statute of limitations (or any extension or waiver thereof) with respect to such Tax shall expire or (iv) with respect to each Investment Asset, the date that such Investment Asset is repaid or satisfied, MONY shall (i) allow AEGON, upon reasonable prior notice and during regular business hours, through its employees and representatives, the right, at AEGON's expense, to examine and make copies of any books and records retained by MONY, to the extent they relate to the Business or the Transferred Assets, for any reasonable business purpose including, without limitation, the preparation or examination of Tax returns, regulatory filings and financial statements and the conduct of any litigation or regulatory dispute resolution, whether pending or threatened, concerning the conduct of the Business prior to the Closing Date and (ii) maintain such book's and records for AEGON's examination and copying. In addition, 97 114 after such period MONY shall provide AEGON with reasonable access to such books and records of MONY relating to matters identified in writing from time to time to MONY involving the preparation or examination of Tax returns and financial statements and the conduct of any litigation or regulatory dispute resolution. Access to such books and records of MONY shall be at AEGON' s expense and may not unreasonably interfere with MONY's business operations. In addition, MONY shall make available to AEGON, subject to AEGON's reimbursement to MONY for out-of-pocket expenses incurred by MONY in connection therewith, employees of the Business and such other reasonable cooperation as may be requested by AEGON in connection with any litigation or tax matter relating to the Business. (b) For a period of twelve years after the Closing Date, or such longer period referred to in subsection (a) hereof, AUSA Life shall (i) allow MONY, during regular business hours, through its employees and representatives, the right, at MONY's expense, to examine and make copies of the Books and Records transferred to AEGON and AUSA Life at the Closing, for any reasonable business purpose including, without limitation, the preparation or examination of Tax returns, regulatory filings and financial statements and the conduct of any litigation or regulatory dispute resolution whether pending or threatened, and (ii) maintain such Books and Records for MONY's examination and copying. In addition, after such period AUSA Life shall provide MONY with reasonable access to the books and records relating to matters identified in writing from time to time to AUSA Life involving the preparation or examination of Tax returns and financial statements and the conduct of any litigation or regulatory dispute resolution. Access to 98 115 such records shall be at MONY's expense and may not unreasonably interfere with AUSA Life's or any successor company's business operations. In addition, AUSA Life shall make available to MONY, subject to MONY's reimbursement to AUSA Life for out-of-pocket expenses incurred by AUSA Life in connection therewith, its employees and such other cooperation as may be requested by MONY in connection with any litigation or tax matter relating to the Business.

Continued Access. (a) For twelve years after the Closing Date, or, if later, (i) such period as may be required by any Federal, state, local or foreign governmental body or agency, (ii) the date on which the Acquiring Parties and their Affiliates shall be fully and completely released by MONY and its Affiliates from any and all liability relating to or arising out of the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) with respect to a Tax matter, the date on which the applicable statute of limitations (or any extension or waiver thereof) with respect to such Tax shall expire or (iv) with respect to each Investment Asset, the date that such Investment Asset is repaid or satisfied, MONY shall (i) allow AEGON, upon reasonable prior notice and during regular business hours, through its employees and representatives, the right, at AEGON's expense, to examine and make copies of any books and records retained by MONY, to the extent they relate to the Business or the Transferred Assets, for any reasonable business purpose including, without limitation, the preparation or examination of Tax returns, regulatory filings and financial statements and the conduct of any litigation or regulatory dispute resolution, whether pending or threatened, concerning the conduct of the Business prior to the Closing Date and (ii) maintain such book's and records for AEGON's examination and copying. In addition, 97 114 after such period MONY shall provide AEGON with reasonable access to such books and records of MONY relating to matters identified in writing from time to time to MONY involving the preparation or examination of Tax returns and financial statements and the conduct of any litigation or regulatory dispute resolution. Access to such books and records of MONY shall be at AEGON' s expense and may not unreasonably interfere with MONY's business operations. In addition, MONY shall make available to AEGON, subject to AEGON's reimbursement to MONY for out-of-pocket expenses incurred by MONY in connection therewith, employees of the Business and such other reasonable cooperation as may be requested by AEGON in connection with any litigation or tax matter relating to the Business. (b) For a period of twelve years after the Closing Date, or such longer period referred to in subsection (a) hereof, AUSA Life shall (i) allow MONY, during regular business hours, through its employees and representatives, the right, at MONY's expense, to examine and make copies of the Books and Records transferred to AEGON and AUSA Life at the Closing, for any reasonable business purpose including, without limitation, the preparation or examination of Tax returns, regulatory filings and financial statements and the conduct of any litigation or regulatory dispute resolution whether pending or threatened, and (ii) maintain such Books and Records for MONY's examination and copying. In addition, after such period AUSA Life shall provide MONY with reasonable access to the books and records relating to matters identified in writing from time to time to AUSA Life involving the preparation or examination of Tax returns and financial statements and the conduct of any litigation or regulatory dispute resolution. Access to 98 115 such records shall be at MONY's expense and may not unreasonably interfere with AUSA Life's or any successor company's business operations. In addition, AUSA Life shall make available to MONY, subject to MONY's reimbursement to AUSA Life for out-of-pocket expenses incurred by AUSA Life in connection therewith, its employees and such other cooperation as may be requested by MONY in connection with any litigation or tax matter relating to the Business.

Continued Access. (a) For twelve years From the date hereof until the earlier of the termination of this Agreement and the Closing Date, subject to compliance with Applicable Law and the terms of any existing contracts, the Vendor shall cause the Subsidiaries and the respective officers, directors, employees, independent auditors, accounting advisers and agents of the Subsidiaries to, afford to the Purchaser and to the officers, employees, agents and representatives of Purchaser such access as Purchaser may reasonably require at all reasonable times, including for the purpose of observing mining operations during operating hours and facilitating operational and business planning and integration, to the Subsidiaries officers, employees, agents, properties, plant facilities and operations, books, records and contracts, and shall furnish the Purchaser with all data and information as the Purchaser may reasonably request. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, subject to compliance with Applicable Law and the terms of any existing contracts, the Purchaser shall and shall cause its subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to Vendor and its officers, employees, agents and representatives such access as Vendor may reasonably require at all reasonable times, including for purposes of ensuring compliance by the Vendor with its obligation under this Agreement whether arising before or after the Closing Date, orto the officers, if lateremployees, (i) such period as may be required by any Federalagents, stateproperties, local or foreign governmental body or agencybooks, (ii) records and contracts of the date on which the Acquiring Parties and their Affiliates shall be fully and completely released by MONY Purchaser and its Affiliates from any subsidiaries, and shall furnish Vendor with all liability relating to or arising out of data and information as Vendor may reasonably request. After the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) with respect to a Tax matter, the date on which the applicable statute of limitations (or any extension or waiver thereof) with respect to such Tax shall expire or (iv) with respect to each Investment Asset, the date that such Investment Asset is repaid or satisfied, MONY shall (i) allow AEGONClosing, upon reasonable prior notice and to the extent permitted by Applicable Law, the Purchaser will give or cause to be given to the representatives, employees, counsel and accountants of the Vendor access, during regular normal business hours, through its employees to the Las ▇▇▇▇▇▇ Facilities and representatives, the right, at AEGON's expense, to examine and make copies of any books and records retained by MONY, of the Subsidiaries and the Purchaser that related to the extent they relate to Las ▇▇▇▇▇▇ Lease and the Business or carried on in respect thereof and will permit such persons to examine and, at the Transferred AssetsPurchaser’s cost, for any reasonable business purpose including, without limitation, the preparation or examination of Tax returns, regulatory filings and financial statements and the conduct of any litigation or regulatory dispute resolution, whether pending or threatened, concerning the conduct of the Business prior to the Closing Date and (ii) maintain such book's and records for AEGON's examination and copying. In addition, 97 114 after such period MONY shall provide AEGON with reasonable access to copy such books and records of MONY relating to matters identified the extent reasonably requested by the Vendor (i) in writing from time to time to MONY involving connection with the preparation or examination of Tax returns tax and financial statements reporting matters, audits, legal proceedings, indemnification, governmental investigations and the conduct of any litigation other business purposes or regulatory dispute resolution. Access to such books and records of MONY shall be at AEGON' s expense and may not unreasonably interfere with MONY's business operations. In addition, MONY shall make available to AEGON, subject to AEGON's reimbursement to MONY for out-of-pocket expenses incurred by MONY in connection therewith, employees of the Business and such other reasonable cooperation (ii) as may be requested required by AEGON the Vendor in connection with any litigation or tax matter relating the Assumed Obligations (including to verify the Purchaser’s and the Subsidiaries compliance with the terms of the Las ▇▇▇▇▇▇ Lease) Each of the Purchaser and the Vendor acknowledge and agree that information furnished pursuant to this Section 3.1 shall be subject to the Business. (b) For a period of twelve years after the Closing Date, or such longer period referred to in subsection (a) hereof, AUSA Life shall (i) allow MONY, during regular business hours, through its employees terms and representatives, the right, at MONY's expense, to examine and make copies conditions of the Books and Records transferred to AEGON and AUSA Life at the Closing, for any reasonable business purpose including, without limitation, the preparation or examination of Tax returns, regulatory filings and financial statements and the conduct of any litigation or regulatory dispute resolution whether pending or threatened, and (ii) maintain such Books and Records for MONY's examination and copying. In addition, after such period AUSA Life shall provide MONY with reasonable access to the books and records relating to matters identified in writing from time to time to AUSA Life involving the preparation or examination of Tax returns and financial statements and the conduct of any litigation or regulatory dispute resolution. Access to 98 115 such records shall be at MONY's expense and may not unreasonably interfere with AUSA Life's or any successor company's business operations. In addition, AUSA Life shall make available to MONY, subject to MONY's reimbursement to AUSA Life for out-of-pocket expenses incurred by AUSA Life in connection therewith, its employees and such other cooperation as may be requested by MONY in connection with any litigation or tax matter relating to the BusinessConfidentiality Agreement.