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

Agreement for Exchange of Information; Archives. (a) Each of ALTISOURCE and Residential, on behalf of its Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Distribution Date or until the sixth anniversary thereof, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such Group that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that either Party determines that any such provision of Information could be commercially detrimental, violate any law or agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date, until the sixth anniversary thereof, each of ALTISOURCE and Residential shall have access during regular business hours (as in effect from time to time) to the documents that relate, in the case of ALTISOURCE, to the ALTISOURCE Business that are located in archives retained or maintained by Residential or, in the case of Residential, to the Residential Business that are located in archives retained or maintained by ALTISOURCE. Each of ALTISOURCE and Residential may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the party receiving such objects shall cause any such objects to be returned promptly in the same condition in which they were delivered to such party and that each of ALTISOURCE and Residential shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other. Nothing herein shall be deemed to restrict the access of any member of the ALTISOURCE Group or Residential Group to any such documents or objects or to impose any liability on any member of the ALTISOURCE Group or the Residential Group, as applicable, if any such documents are not maintained or preserved by ALTISOURCE or Residential, as applicable. (c) Until the sixth anniversary of the date hereof, each of ALTISOURCE and Residential (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of 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 in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Each of ALTISOURCE Parent and Residentialthe 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 Distribution Date or until the sixth anniversary thereofDate, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group that which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party or such memberparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary AgreementLiability; providedPROVIDED, howeverHOWEVER, that in the event that either Party any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement agreement, or waive any attorney-client privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Offerings Closing Date, until the sixth anniversary thereof, each of ALTISOURCE and Residential Company shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate, in the case of ALTISOURCE, relate to the ALTISOURCE Company Business that are located in archives retained or maintained by Residential or, in the case of Residential, to the Residential Business that are located in archives retained or maintained by ALTISOURCEParent archives. Each of ALTISOURCE and Residential The Company may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the party receiving such objects Company shall cause any such objects to be returned promptly in the same condition in which they were delivered to such party the Company and that each of ALTISOURCE and Residential the Company shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the otherParent. The Company shall pay $125 per hour for archives research services (subject to increase from time to time to reflect rates then in effect for Parent generally). Nothing herein shall be deemed to restrict the access of any member of the ALTISOURCE Group or Residential Parent Group to any such documents or objects or to impose any liability on any member of the ALTISOURCE Parent Group or the Residential Group, as applicable, if any such documents or objects are not maintained or preserved by ALTISOURCE or Residential, as applicableParent. (c) Until the sixth anniversary of After the date hereof, each of ALTISOURCE and Residential (i) the Company shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the other Parent Group to satisfy their respective reporting, accounting, audit and other obligations obligations, and (ii) the Company shall provide, or cause to be provided, to the other Party Parent in such form as such other Party Parent shall reasonably request, at no charge to the requesting PartyParent, all financial and other data and information as such requesting Party reasonably Parent determines necessary 37 38 or advisable in order to prepare its Parent financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Each of ALTISOURCE CCU and ResidentialEntertainment, 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 Distribution Date or until the sixth anniversary thereofDate, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group that which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group party (including under applicable securities or tax lawsLaws) by a Governmental Authority having jurisdiction over the requesting Party or such memberparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claimsclaim, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary AgreementTransaction Document; provided, however, that in the event that either Party any party reasonably determines that any such provision of Information could be commercially detrimental, violate any law Law or agreement agreement, or waive any attorney-client 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. (b) After the Distribution Date, until the sixth anniversary thereof, each of ALTISOURCE and Residential Entertainment shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate, in the case of ALTISOURCE, relate to the ALTISOURCE Entertainment Business that are located in archives retained or maintained by Residential or, in any member of the case of Residential, to the Residential Business that are located in archives retained or maintained by ALTISOURCECCU Group. Each of ALTISOURCE and Residential Entertainment may obtain copies (but not originalsoriginals unless it is an Entertainment Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, ; provided that the party receiving such objects Entertainment shall cause any such objects to be returned promptly in the same condition in which they were delivered to such party Entertainment, and that each of ALTISOURCE and Residential Entertainment shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to CCU. Entertainment shall pay the otherapplicable fee or rate per hour for archive research services (subject to increase from time to time to reflect rates then in effect for CCU generally). Nothing herein shall be deemed to restrict the access of any member of the ALTISOURCE Group or Residential CCU Group to any such documents or objects or to impose any liability on any member of the ALTISOURCE CCU Group or the Residential Group, as applicable, if any such documents or objects are not maintained or preserved by ALTISOURCE or Residential, as applicableCCU. (c) Until After the sixth anniversary Distribution Date, CCU shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the businesses of any member of the date hereofCCU Group that are located in archives retained or maintained by any member of the Entertainment Group. CCU may obtain copies (but not originals unless it is not an Entertainment Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes; provided that CCU shall cause any such objects to be returned promptly in the same condition in which they were delivered to CCU, and CCU shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Entertainment. CCU shall pay the applicable fee or rate per hour for archive research services (subject to increase from time to time to reflect rates then in effect for Entertainment generally). Nothing herein shall be deemed to restrict the access of any member of the Entertainment Group to any such documents or objects or to impose any liability on any member of the Entertainment Group if any such documents or objects are not maintained or preserved by Entertainment. (d) After the Distribution Date, each of ALTISOURCE CCU and Residential (i) shall Entertainment, on behalf of their respective Groups, will maintain in effect effect, at its own cost and expense expense, adequate systems and internal controls for its business, to the extent necessary to enable the members of 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 in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authorityobligations.

Agreement for Exchange of Information; Archives. (a) Each of ALTISOURCE the LLC and Residentialthe Corporation, 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 Distribution Date or until the sixth anniversary thereofSeparation Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group that which the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party or such memberparty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party party to this Agreement has against the other, other or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that either Party any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement or waive any attorney-client 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. (b) After . Without limiting the Distribution obligation of the LLC to transfer the Contributed Assets as provided herein, after the Separation Date, until the sixth anniversary thereofCorporation or the LLC, each of ALTISOURCE and Residential as applicable, shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate, in the case of ALTISOURCE, relate to the ALTISOURCE Business animation business that are located in archives retained or maintained by Residential or, in the case of Residential, LLC or that relate to the Residential Business live-action business that are located in archives retained or maintained by ALTISOURCEthe Corporation, as applicable. Each of ALTISOURCE and Residential The Corporation or the LLC, as applicable, may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes; provided, provided however, that the party receiving such objects Corporation or the LLC, as applicable, shall cause any such objects to be returned promptly in the same condition in which they were delivered to such party and that each of ALTISOURCE and Residential shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), ) that are then applicable to the otherproviding party. The Corporation or the LLC, 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 any member of the ALTISOURCE Group or Residential Group providing party to any such documents or objects or to impose any liability on any member of the ALTISOURCE Group or the Residential Group, as applicable, providing party if any such documents or objects are not maintained or preserved by ALTISOURCE or Residential, as applicable. (c) Until such party. After the sixth anniversary of the date hereofSeparation Date, each of ALTISOURCE the LLC and Residential the Corporation (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of 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 retains such other Party shall reasonably request, at no charge to the requesting Party, information for its own use) all financial and other data and information as such requesting Party reasonably party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.