Agreement for Exchange of Information; Archives. (a) Each of IDT and Net2Phone, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such 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 proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that 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 shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Net2Phone 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 business of Net2Phone that are located in the IDT Records to the extent such documents or objects have been specifically identified and requested by Net2Phone in advance or, if specific documents or objects have not been identified, to the extent Net2Phone has provided IDT with proper advance notice to request such access and the Net2Phone representative designated to receive such access is accompanied by an IDT representative. Net2Phone 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 Net2Phone shall cause any such objects to be returned promptly in the same condition in which they were delivered to Net2Phone and Net2Phone 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 IDT. Nothing herein shall be deemed to restrict the access of any member of the IDT Group to any such documents or objects or to impose any liability on any member of the IDT Group if any such documents or objects are not maintained or preserved by IDT. (c) After the date hereof, (i) Net2Phone shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the IDT Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Net2Phone shall in a timely manner provide, or cause to be provided, to IDT in such form as IDT shall request, at no charge to IDT, all financial and other data and information as IDT determines necessary or advisable in order to prepare IDT financial statements and reports or filings with any Governmental Authority.
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Samples: Separation Agreement (Net2phone Inc), Separation Agreement (Idt Corp), Separation Agreement (Net2phone Inc)
Agreement for Exchange of Information; Archives. (a) Each of IDT PC Mall and Net2PhoneeCOST, 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, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such 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 proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that 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 shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.
(b) Net2Phone After the Closing Date, eCOST 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 business of Net2Phone eCOST that are located in the IDT Records to the extent such documents or objects have been specifically identified and requested by Net2Phone in advance or, if specific documents or objects have not been identified, to the extent Net2Phone has provided IDT with proper advance notice to request such access and the Net2Phone representative designated to receive such access is accompanied by an IDT representativePC Mall Records. Net2Phone eCOST 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 Net2Phone eCOST shall cause any such objects to be returned promptly in the same condition in which they were delivered to Net2Phone eCOST and Net2Phone eCOST 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 IDTPC Mall. Nothing herein shall be deemed to restrict the access of any member of the IDT PC Mall Group to any such documents or objects or to impose any liability on any member of the IDT PC Mall Group if any such documents or objects are not maintained or preserved by IDTPC Mall.
(c) After the date hereof, (i) Net2Phone eCOST shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the IDT PC Mall Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Net2Phone eCOST shall in a timely manner provide, or cause to be provided, to IDT PC Mall in such form as IDT PC Mall shall request, at no charge to IDTPC Mall, all financial and other data and information as IDT PC Mall determines necessary or advisable in order to prepare IDT PC Mall financial statements and reports or filings with any Governmental Authority.
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Samples: Master Separation and Distribution Agreement (Ecost Com Inc), Master Separation and Distribution Agreement (Pc Mall Inc), Master Separation and Distribution Agreement (Ecost Com Inc)
Agreement for Exchange of Information; Archives. (a) Each of IDT IFX and Net2PhoneTutopia, on behalf of its respective Group, agrees agree to provide, or cause to be providedprovide, to the other Group, as soon as reasonably practicable after written request thereforrequest, any Information information in the possession or under the control of such 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 proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that 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 shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.
(b) Net2Phone Tutopia 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 business of Net2Phone Tutopia that are located in the IDT Records IFX records to the extent such documents or objects have been specifically identified and requested by Net2Phone Tutopia in advance or, if specific documents or objects have not been identified, to the extent Net2Phone Tutopia has provided IDT IFX with proper advance notice to request such access and the Net2Phone Tutopia representative designated to receive such access is accompanied by an IDT IFX representative. Net2Phone Tutopia 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 Net2Phone Tutopia shall cause any such objects to be returned promptly in the same condition in which they were delivered to Net2Phone Tutopia and Net2Phone Tutopia 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 IDTIFX. Nothing herein shall be deemed to restrict the access of any member of the IDT IFX Group to any such documents or objects or to impose any liability on any member of the IDT IFX Group if any such documents or objects are not maintained or preserved by IDTIFX.
(c) After the date hereof, (i) Net2Phone shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the IDT Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Net2Phone shall in a timely manner provide, or cause to be provided, to IDT in such form as IDT shall request, at no charge to IDT, all financial and other data and information as IDT determines necessary or advisable in order to prepare IDT financial statements and reports or filings with any Governmental Authority.
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Agreement for Exchange of Information; Archives. (a) Each of IDT Path 1 and Net2PhoneMetar, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such 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 proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that 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 shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.
(b) Net2Phone Metar 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 business of Net2Phone Sistolic that are located in the IDT Path 1 Records to the extent such documents or objects have been specifically identified and requested by Net2Phone Metar in advance or, if specific documents or objects have not been identified, to the extent Net2Phone Metar has provided IDT Path 1 with proper advance notice to request such access and the Net2Phone Metar representative designated to receive such access is accompanied by an IDT a Path 1 representative. Net2Phone Metar 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 Net2Phone Metar shall cause any such objects to be returned promptly in the same condition in which they were delivered to Net2Phone Metar and Net2Phone Metar 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 IDTPath
1. Nothing herein shall be deemed to restrict the access of any member of the IDT Path 1 Group to any such documents or objects or to impose any liability Liability on any member of the IDT Path 1 Group if any such documents or objects are not maintained or preserved by IDTPath 1.
(c) After the date hereof, (i) Net2Phone Metar shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the IDT Path 1 Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Net2Phone Metar shall in a timely manner provide, or cause to be provided, to IDT Path 1 in such form as IDT Path 1 shall request, at no charge to IDTPath 1, all financial and other data and information as IDT Path 1 determines necessary or advisable in order to prepare IDT Path 1's financial statements and reports or filings with any Governmental Authority.
Appears in 1 contract
Samples: Separation and Sale Agreement (Path 1 Network Technologies Inc)