Common use of Mortality Table Clause in Contracts

Mortality Table. As promptly as practical following the Contract Date, Seller shall provide Purchaser with a copy of the ELAS08 Mortality Table (the “Mortality Table”). The Mortality Table will be provided solely for the purposes of Purchaser’s use in providing reserve information to MLOA in accordance with the Administrative Services Agreement, financial reporting as required by Applicable Law and regulatory compliance with respect to the Business. The Mortality Table may not be used by Purchaser except as is reasonably necessary in connection with the purposes set forth in the preceding sentence, shall be treated as confidential under Section 5.3 of this Agreement, and may only be used in conformity with all Applicable Laws, including Applicable Laws relating to competition. In furtherance of the last clause of the preceding sentence, the parties shall reach an agreement on how to share any commercially sensitive information contained in such Mortality Table in a manner consistent with Applicable Law, including relating to competition. Annually for 5 years after the Closing Date, on or about the anniversary of the Closing, any of those persons identified in Section 1.1(bbb) of the Purchaser Disclosure Letter (or an individual then holding an equivalent position with Purchaser) shall certify in writing to Parent that Purchaser remains and has remained in compliance with this covenant. Notwithstanding anything in this Agreement to the contrary, the confidentiality restrictions of the Confidentiality Agreement shall govern Purchaser’s obligations with respect to the Mortality Table and, to that extent, shall continue as if such agreement was in full force and effect following the Closing and following the termination date specified therein.