RECORDS AND OTHER INFORMATION TO THE OTHER
PARTIES TO ENABLE (I) THE OTHER PARTY' AUDITOR TO CONDUCT REASONABLE AUDITS
RELATING TO THE FINANCIAL STATEMENTS OF SUCH PARTIES AND (II) THE OTHER PARTIES'
MANAGEMENT AND AUDITOR TO CONDUCT AN ASSESSMENT OF SUCH PARTIES' INTERNAL
CONTROL OVER FINANCIAL REPORTING AS REQUIRED BY APPLICABLE LAW.
(B)
ACCESS TO PERSONNEL AND WORKING PAPERS.
THE RIO TINTO PARTIES AND THE
CLOUD PEAK PARTIES WILL REQUEST THAT THE RIO TINTO AUDITORS AND THE CLOUD PEAK
AUDITORS, RESPECTIVELY, (I) MAKE AVAILABLE TO THE OTHER PARTIES' AUDITORS BOTH
THE PERSONNEL WHO PERFORMED OR ARE PERFORMING THE ANNUAL AUDITS OF ANY MEMBER OF
THE CLOUD PEAK GROUP OR RIO TINTO GROUP, RESPECTIVELY, AND (II) CONSISTENT WITH
CUSTOMARY PROFESSIONAL PRACTICE AND COURTESY OF THE RIO TINTO AUDITORS AND THE
CLOUD PEAK AUDITORS, RESPECTIVELY, WITH RESPECT TO THE FURNISHING OF WORK
PAPERS, WORK PAPERS RELATED TO THE ANNUAL AUDITS OF ANY MEMBER OF THE CLOUD PEAK
GROUP OR RIO TINTO GROUP, RESPECTIVELY, IN ALL CASES WITHIN A REASONABLE TIME
PRIOR TO THE OPINION DATE FOR THE OTHER PARTIES' AUDITORS, SO THAT SUCH AUDITORS
ARE ABLE TO PERFORM THE PROCEDURES THEY CONSIDER NECESSARY TO TAKE
RESPONSIBILITY FOR THE WORK OF THE OTHER PARTIES' AUDITORS, ALL WITHIN
SUFFICIENT TIME TO ENABLE THE APPLICABLE MEMBER(S) OF THE RESPECTIVE GROUPS TO
MEET ITS TIMETABLE FOR THE PRINTING, FILING AND PUBLIC DISSEMINATION OF ANY
PUBLIC FILING REQUIRED BY APPLICABLE LAW (INCLUDING THE RIO TINTO ANNUAL
REPORT).
(C)
ACCOUNTANTS' REPORT.
PROMPTLY, BUT IN NO EVENT LATER THAN FIVE
(5) BUSINESS DAYS FOLLOWING THE RECEIPT THEREOF, THE CLOUD PEAK PARTIES SHALL
DELIVER TO THE APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP COPIES OF ALL REPORTS
SUBMITTED TO CPE AND CPE LLC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES BY THEIR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, INCLUDING, WITHOUT LIMITATION, EACH
REPORT SUBMITTED TO CPE AND CPE LLC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES
CONCERNING ITS ACCOUNTING PRACTICES AND SYSTEMS AND ANY COMMENT LETTER SUBMITTED
TO MANAGEMENT IN CONNECTION WITH THEIR ANNUAL AUDIT AND ALL RESPONSES BY
MANAGEMENT TO SUCH REPORTS AND LETTERS.
50
(D)
COMPENSATION.
THE PARTY REQUESTING INFORMATION OR ACCESS TO
PERSONNEL AND WORK PAPERS PURSUANT TO THIS SECTION 7.6 AGREES TO REIMBURSE THE
OTHER PARTY FOR THE REASONABLE OUT-OF-POCKET COSTS, IF ANY, OF PROVIDING SUCH
INFORMATION OR ACCESS.
7.7.
AGREEMENT FOR EXCHANGE OF INFORMATION;
ARCHIVES.
(A)
EACH OF THE RIO TINTO PARTIES, ON THE ONE HAND, AND THE CLOUD PEAK
PARTIES, ON THE OTHER HAND, AGREES TO PROVIDE, OR CAUSE TO BE PROVIDED, TO THE
OTHER GROUP, AT ANY TIME BEFORE OR AFTER THE CLOSING DATE, AS SOON AS REASONABLY
PRACTICABLE AFTER WRITTEN REQUEST THEREFOR, ANY INFORMATION IN THE POSSESSION OR
UNDER THE CONTROL OF SUCH RESPECTIVE GROUP WHICH THE REQUESTING PARTY REASONABLY
NEEDS (I) TO COMPLY WITH REPORTING, DISCLOSURE, FILING OR OTHER REQUIREMENTS
IMPOSED ON THE REQUESTING PARTY (INCLUDING UNDER APPLICABLE SECURITIES OR TAX
LAWS) BY A GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE REQUESTING PARTY,
(II) FOR USE IN ANY OTHER JUDICIAL, REGULATORY, ADMINISTRATIVE, TAX OR OTHER