Common use of Access to Historical Records Clause in Contracts

Access to Historical Records. Subject to Section 7.12, Travelport and OWW will retain the right to access the shared or commingled historical records, including but not limited to, the books, records, and such other records, files, information and/or data, or portions thereof (the “Records”) related to the historical corporate association of OWW with Travelport stored at the facilities of Iron Mountain Inc. The ownership of any Records relating solely to either Party shall be transferred to such Party to the extent not already owned by such Party. Notwithstanding anything in this Agreement to the contrary, the retention of and access to Records related to the tax matters of OWW will be governed exclusively by the Tax Sharing Agreement. The provision of any Records shall not be deemed a waiver of any Privilege and the Parties shall use reasonable efforts to maintain and protect such Privileges with reasonable prior notice and in consultation with the other Parties.

Appears in 3 contracts

Samples: Separation Agreement (Orbitz Worldwide, Inc.), Separation Agreement (Orbitz Worldwide, Inc.), Separation Agreement (Travelport LTD)

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Access to Historical Records. Subject to Section 7.12, Travelport and OWW will retain the right to access the shared or commingled historical records, including but not limited to, the books, records, and such other records, files, information and/or data, or portions thereof (the “Records”) related to the historical corporate association of OWW with Travelport stored at the facilities of Iron Mountain Inc. The ownership of any Records relating solely to either Party shall be transferred to such Party to the extent not already owned by such Party. Notwithstanding anything in this Agreement to the contrary, the retention of and access to 42 Records related to the tax matters of OWW will be governed exclusively by the Tax Sharing Agreement. The provision of any Records shall not be deemed a waiver of any Privilege and the Parties shall use reasonable efforts to maintain and protect such Privileges with reasonable prior notice and in consultation with the other Parties.

Appears in 1 contract

Samples: Separation Agreement

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