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

Agreement for Exchange of Information; Archives. (a) Each of Helix and Cal Dive, 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 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 proceeding or in order to satisfy audit, accounting, claim, 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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that in the event that any party reasonably 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 commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Closing Date, Cal Dive 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 Cal Dive Business that are located in archives retained or maintained by any member of the Helix Group. Cal Dive may obtain copies (but not originals unless it is a Cal Dive 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, Cal Dive shall cause any such objects to be returned promptly in the same condition in which they were delivered to Cal Dive, and Cal Dive 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 Helix. Cal Dive 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 Helix generally). Nothing herein shall be deemed to restrict the access of any member of the Helix Group to any such documents or objects or to impose any liability on any member of the Helix Group if any such documents or objects are not maintained or preserved by Helix. (c) After the Closing Date, Helix 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 Helix Group that are located in archives retained or maintained by any member of the Cal Dive Group. Helix may obtain copies (but not originals unless it is not a Cal Dive 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, Helix shall cause any such objects to be returned promptly in the same condition in which they were delivered to Helix, and Helix 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 Cal Dive. Helix 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 Cal Dive generally). Nothing herein shall be deemed to restrict the access of any member of the Cal Dive Group to any such documents or objects or to impose any liability on any member of the Cal Dive Group if any such documents or objects are not maintained or preserved by Cal Dive. (d) The obligations of the parties under this Section 4.2 shall terminate on the fifth (5th) anniversary of the Trigger Date.

Agreement for Exchange of Information; Archives. (a) Each of Helix CCU and Cal DiveOutdoor, 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 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 proceeding or in order to satisfy audit, accounting, claim, 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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that in the event that any party reasonably 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 commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Closing Date, Cal Dive Outdoor 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 Cal Dive Outdoor Business that are located in archives retained or maintained by any member of the Helix CCU Group. Cal Dive Outdoor may obtain copies (but not originals unless it is a Cal Dive an Outdoor 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, Cal Dive Outdoor shall cause any such objects to be returned promptly in the same condition in which they were delivered to Cal DiveOutdoor, and Cal Dive Outdoor 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 HelixCCU. Cal Dive Outdoor 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 Helix CCU generally). Nothing herein shall be deemed to restrict the access of any member of the Helix CCU Group to any such documents or objects or to impose any liability on any member of the Helix CCU Group if any such documents or objects are not maintained or preserved by HelixCCU. (c) After the Closing Date, Helix 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 Helix CCU Group that are located in archives retained or maintained by any member of the Cal Dive Outdoor Group. Helix CCU may obtain copies (but not originals unless it is not a Cal Dive an Outdoor 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, Helix CCU shall cause any such objects to be returned promptly in the same condition in which they were delivered to HelixCCU, and Helix 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 Cal DiveOutdoor. Helix 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 Cal Dive Outdoor generally). Nothing herein shall be deemed to restrict the access of any member of the Cal Dive Outdoor Group to any such documents or objects or to impose any liability on any member of the Cal Dive Outdoor Group if any such documents or objects are not maintained or preserved by Cal DiveOutdoor. (d) The obligations of the parties under this Section 4.2 shall terminate on the fifth (5th) anniversary of the Trigger Date.

Agreement for Exchange of Information; Archives. (a) Each of Helix Lucent and Cal DiveAgere, 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 Closing any Distribution 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 Lawslaws) 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, claimclaims, 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) subject to the foregoing clause (ii), to 51 57 comply with its obligations under this Agreement, any Ancillary Agreement or any Transaction DocumentAgere OFL; provided, however, that in the event that any party reasonably determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, or waive any attorney-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 Date, Cal Dive Agere 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 Cal Dive Agere Business that are located in archives retained or maintained by any member of the Helix GroupLucent. Cal Dive Agere may obtain copies (but not originals unless it is a Cal Dive Assetoriginals) 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, Cal Dive that Agere shall cause any such objects to be returned promptly in the same condition in which they were delivered to Cal Dive, Agere and Cal Dive Agere 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 HelixLucent. Cal Dive Agere shall pay the applicable fee or rate per hour for archive archives research services (subject to increase from time to time to reflect rates then in effect for Helix Lucent generally). Nothing herein shall be deemed to restrict the access of any member of the Helix Lucent Group to any such documents or objects or to impose any liability on any member of the Helix Lucent Group if any such documents or objects are not maintained or preserved by HelixLucent. (c) After the Closing Datedate hereof, Helix each of Lucent and Agere (i) shall have access during regular business hours (as maintain in effect from time to time) at its own cost and expense adequate systems and controls to the documents extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and objects of historic significance that relate other obligations, and (ii) shall provide, or cause to be provided, to the businesses of any member of other party in such form as such other party shall request, at no charge to the Helix Group that are located requesting party, all financial and other data and information as such requesting party determines necessary or advisable in archives retained order to prepare its financial statements and reports or maintained by any member of the Cal Dive Group. Helix may obtain copies (but not originals unless it is not a Cal Dive 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, Helix shall cause any such objects to be returned promptly in the same condition in which they were delivered to Helix, and Helix shall comply filings 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 Cal Dive. Helix 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 Cal Dive generally). Nothing herein shall be deemed to restrict the access of any member of the Cal Dive Group to any such documents or objects or to impose any liability on any member of the Cal Dive Group if any such documents or objects are not maintained or preserved by Cal DiveGovernmental Authority. (d) The obligations of the parties under this Section 4.2 shall terminate on the fifth (5th) anniversary of the Trigger Date.

Agreement for Exchange of Information; Archives. (a) Each of Helix Alon USA and Cal DiveBrands, 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 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 proceeding (except in the case of an adversarial Action by one or more members of one Group against one or more members of the other Group) or in order to satisfy audit, accounting, claim, 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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that in the event that any party reasonably 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 commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Closing Date, Cal Dive Brands 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 Cal Dive Brands Business that are located in archives retained or maintained by any member of the Helix Alon USA Group. Cal Dive Brands may obtain copies (but not originals unless it is a Cal Dive Brands 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, Cal Dive Brands shall cause any such objects to be returned promptly in the same condition in which they were delivered to Cal DiveBrands, and Cal Dive Brands 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 Helix. Cal Dive 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 Helix generally)Alon USA. Nothing herein shall be deemed to restrict the access of any member of the Helix Alon USA Group to any such documents or objects or to impose any liability on any member of the Helix Alon USA Group if any such documents or objects are not maintained or preserved by HelixAlon USA. (c) After the Closing Date, Helix Alon USA 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 Helix Alon USA Group that are located in archives retained or maintained by any member of the Cal Dive Brands Group. Helix Alon USA may obtain copies (but not originals unless it is not a Cal Dive Brands 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, Helix Alon USA shall cause any such objects to be returned promptly in the same condition in which they were delivered to HelixAlon USA, and Helix Alon USA 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 Cal Dive. Helix 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 Cal Dive generally)Brands. Nothing herein shall be deemed to restrict the access of any member of the Cal Dive Brands Group to any such documents or objects or to impose any liability on any member of the Cal Dive Brands Group if any such documents or objects are not maintained or preserved by Cal DiveBrands. (d) The obligations of the parties under this Section 4.2 shall terminate on the fifth (5th) anniversary of the Trigger Date.