Common use of Agreement for Exchange of Information; Archives Clause in Contracts

Agreement for Exchange of Information; Archives. (a) Each of Cellectis and the Company, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing, record retention 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 proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement or any member of its Group has against the other Party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. (b) After the Effective Date, each of the Cellectis Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to (i) the business and operations of such other Group, or (ii) the intellectual property covered by the License Agreement, in each case that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Party’s business, to the portions of such Information that so exclusively relate), subject to the requirements of any applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party or the conduct of the business prior to the Effective Date. The Company or Cellectis, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. (c) After the Effective Date, each of Cellectis and the Company shall provide, or cause to be provided, to the other Party (in such form as the providing Party retains such Information for its own use) all financial and other data and Information in such Party’s possession or control as such requesting Party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, upon reasonable written notice, the Parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns or the defense of any tax claim or assessment. In the event any Party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or Contract, or result in the waiver any Privilege, the Parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall thereafter be deemed to have complied with such obligation.

Agreement for Exchange of Information; Archives. (a) Each After the Closing and until the fifth anniversary of Cellectis the Closing Date, each of Atlas, ATN and the Company, on behalf of its respective Group, APL agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Dateother, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business Party which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing, record retention filing or other requirements imposed on the requesting Party (including under applicable securities or tax Laws) by a Governmental Authority Entity having jurisdiction over the requesting Party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax accounting or other similar requirements, in each case other than claims or allegations that one Party to this Agreement or any member of its Group has against the other Party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. , the LMM Agreement, the Formation Agreement or any other agreement related to Laurel Mountain or its business or assets, and (biv) After in connection with the Effective Date, each matters described in Section 3.10 of the Cellectis Group on APL Disclosure Letter or for other matters for which indemnity is sought by LMM or its members pursuant to the one handFormation Agreement; provided, and however, that, in the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to case of clauses (i) the business and operations of such other Group), or (ii) the intellectual property covered by the License Agreementand (iii), in each case that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Party’s business, to the portions of such Information that so exclusively relate), subject to the requirements of any applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party or the conduct of the business prior to the Effective Date. The Company or Cellectis, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. (c) After the Effective Date, each of Cellectis and the Company shall provide, or cause to be provided, to the other Party (in such form as the providing Party retains such Information for its own use) all financial and other data and Information in such Party’s possession or control as such requesting Party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, upon reasonable written notice, the Parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns or the defense of any tax claim or assessment. In the event that any Party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or Contractagreement, or result in the waiver waive any Privilegeattorney-client privilege, the Parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Closing and until the fifth anniversary of the Closing Date, APL and its authorized accountants, counsel and other designated representatives shall thereafter be deemed have access during regular business hours (as in effect from time to have complied with such obligationtime) to the documents that relate to the Acquired LMM Interest that are located in archives retained or maintained by any member of the Atlas Group.

Agreement for Exchange of Information; Archives. (a) Each of Cellectis Pfizer and the Company, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing, record retention or other requirements imposed on the requesting Party party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting Partyparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement or any member of its Group has against the other Party party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. (b) After the Effective Date, each of the Cellectis Pfizer Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to (i) the business and operations of such other Group, or (ii) the intellectual property covered by the License Agreement, in each case Group that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Partyparty’s business, to the portions of such Information that so exclusively relate), subject to appropriate restrictions for proprietary, privileged or confidential information and to the requirements of any an applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party party or the conduct of the business prior to the Effective Date. The Company or CellectisPfizer, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. The Company or Pfizer, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any Information or to impose any liability on the providing party if any such Information is not maintained or preserved by such party. (c) After the Effective Date, without limiting the parties’ rights and obligations in Section 6.02 hereof, each of Cellectis Pfizer and the Company (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other Party party (in such form as the providing Party party retains such Information for its own use) all financial and other data and Information in such Partyparty’s possession or control as such requesting Party party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, without limiting the parties’ rights and obligations in Section 6.02 hereof, upon reasonable written notice, the Parties parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance relating to the Animal Health Business, the Animal Health Assets and the Animal Health Liabilities as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns Tax Returns or the defense of any tax Tax claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.02(d). Neither party shall be required by this Section 6.02(d) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (e) Nothing in this Section 6.02 shall affect the rights and obligations of any party to the Tax Matters Agreement with respect to the sharing of information related to Specified Taxes. (f) In the event any Party party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or Contract, or result in the waiver any Privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall thereafter be deemed to have complied with such obligation.

Agreement for Exchange of Information; Archives. (a) Each of Cellectis MMC and the Company, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing, record retention or other requirements imposed on the requesting Party party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting Partyparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement or any member of its Group has against the other Party party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. (b) After the Effective Date, each of the Cellectis MMC Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to (i) the business and operations of such other Group, or (ii) the intellectual property covered by the License Agreement, in each case Group that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Partyparty’s business, to the portions of such Information that so exclusively relate), subject to appropriate restrictions for proprietary, privileged or confidential information and to the requirements of any an applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party party or the conduct of the business prior to the Effective Date. The Company or CellectisMMC, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. The Company or MMC, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any Information or to impose any liability on the providing party if any such Information is not maintained or preserved by such party. (c) After Nothing in this Section 6.02 shall affect the Effective Date, each rights and obligations of Cellectis and the Company shall provide, or cause to be provided, any party with respect to the other Party (in such form as sharing of information under the providing Party retains such Information for its own use) all financial and other data and Information in such Party’s possession or control as such requesting Party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental AuthorityTax Matters Agreement. (d) After the Effective Date, upon reasonable written notice, the Parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns or the defense of any tax claim or assessment. In the event any Party party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or Contract, or result in the waiver any Privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall thereafter be deemed to have complied with such obligation.

Agreement for Exchange of Information; Archives. (a) Each of Cellectis HeidelbergCement and the Company, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing, record retention or other requirements imposed on the requesting Party party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting Partyparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement or any member of its Group has against the other Party party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. (b) After the Effective Date, each of the Cellectis HeidelbergCement Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to (i) the business and operations of such other Group, or (ii) the intellectual property covered by the License Agreement, in each case Group that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Partyparty’s business, to the portions of such Information that so exclusively relate), subject to appropriate restrictions for proprietary, privileged or confidential information and to the requirements of any an applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party party or the conduct of the business prior to the Effective Date. The Company or CellectisHeidelbergCement, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. The Company or HeidelbergCement, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any Information or to impose any liability on the providing party if any such Information is not maintained or preserved by such party. (c) After the Effective Date, without limiting the parties’ rights and obligations in Section 6.02 hereof, each of Cellectis HeidelbergCement and the Company (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other Party party (in such form as the providing Party party retains such Information for its own use) all financial and other data and Information in such Partyparty’s possession or control as such requesting Party party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, without limiting the parties’ rights and obligations in Section 6.02 hereof, upon reasonable written notice, the Parties parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance relating to the Building Products Business, the Building Products Assets and the Building Products Liabilities as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns Tax Returns or the defense of any tax Tax claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.02(d). Neither party shall be required by this Section 6.02(d) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (e) In the event any Party party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or Contract, or result in the waiver any Privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall thereafter be deemed to have complied with such obligation.

Agreement for Exchange of Information; Archives. (a) Each of Cellectis Pfizer and the Company, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing, record retention or other requirements imposed on the requesting Party party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting Partyparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement or any member of its Group has against the other Party party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. (b) After the Effective Date, each of the Cellectis Pfizer Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to (i) the business and operations of such other Group, or (ii) the intellectual property covered by the License Agreement, in each case Group that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Partyparty’s business, to the portions of such Information that so exclusively relate), subject to appropriate restrictions for proprietary, privileged or confidential information and to the requirements of any an applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party party or the conduct of the business prior to the Effective Date. The Company or CellectisPfizer, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. The Company or Pfizer, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any Information or to impose any liability on the providing party if any such Information is not maintained or preserved by such party. (c) After the Effective Date, without limiting the parties’ rights and obligations in Section 6.02 hereof, each of Cellectis Pfizer and the Company (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other Party party (in such form as the providing Party party retains such Information for its own use) all financial and other data and Information in such Partyparty’s possession or control as such requesting Party party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, without limiting the parties’ rights and obligations in Section 6.02 hereof, upon reasonable written notice, the Parties parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance relating to the Animal Health Business, the Animal Health Assets and the Animal Health Liabilities as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns Tax Returns or the defense of any tax Tax claim or assessment. In Each party shall reimburse the event any Party reasonably determines that any such provision of Information could other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.02(d). Neither party shall be commercially detrimental, violate any Law or Contract, or result in the waiver any Privilege, the Parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall thereafter be deemed to have complied with such obligation.required by this Section 6.02

Agreement for Exchange of Information; Archives. (a) Each of Cellectis Pfizer and the Company, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing, record retention or other requirements imposed on the requesting Party party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting Partyparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation, environmental, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement or any member of its Group has against the other Party party or any member of its Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement. (b) After the Effective Date, each of the Cellectis Pfizer Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to (i) the business and operations of such other Group, or (ii) the intellectual property covered by the License Agreement, in each case Group that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a Party’s party's business, to the portions of such Information that so exclusively relate), subject to appropriate restrictions for proprietary, privileged or confidential information and to the requirements of any an applicable state and/or federal regulation such as a Code of Conduct or Standard of Conduct, to the personnel, properties and information of such Party party and its Subsidiaries, and only insofar as such access is reasonably required by the other Party party for legitimate business reasons, and only for the duration such access is required, and relates to such other Party party or the conduct of the business prior to the Effective Date. The Company or CellectisPfizer, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. The Company or Pfizer, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any Information or to impose any liability on the providing party if any such Information is not maintained or preserved by such party. (c) After the Effective Date, without limiting the parties' rights and obligations in Section 6.02 hereof, each of Cellectis Pfizer and the Company (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other Party party (in such form as the providing Party party retains such Information for its own use) all financial and other data and Information in such Party’s party's possession or control as such requesting Party party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, without limiting the parties' rights and obligations in Section 6.02 hereof, upon reasonable written notice, the Parties parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and reasonable assistance relating to the Animal Health Business, the Animal Health Assets and the Animal Health Liabilities as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms, the preparation and filing of any tax returns Tax Returns or the defense of any tax Tax claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.02(d). Neither party shall be required by this Section 6.02(d) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (e) Nothing in this Section 6.02 shall affect the rights and obligations of any party to the Tax Matters Agreement with respect to the sharing of information related to Specified Taxes. (f) In the event any Party party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or Contract, or result in the waiver any Privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall thereafter be deemed to have complied with such obligation.