Agreement for Exchange of Information. (a) Each of Genworth and the Company, on behalf of itself and 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 or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) 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 determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar 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) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organization.
Appears in 7 contracts
Samples: Master Agreement (Enact Holdings, Inc.), Master Agreement (Enact Holdings, Inc.), Master Agreement (Enact Holdings, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth UTC, Carrier and the CompanyOtis, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to another Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or any member of its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a any member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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 requirementsrequests, in each case other than claims or allegations to the extent that one Party (i) such Information relates to this Agreement has against the otherCarrier Business, or (iii) subject any Carrier Asset or Carrier Liability, if Carrier is the requesting Party, to the foregoing clause Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii), ) such Information is required by the requesting Party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth and the Companyforegoing, on behalf until the end of itself and its respective Groupthe fiscal year of UTC, agrees to provide, Carrier or cause to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group Otis during which the requesting applicable Distribution Date occurs (whichever ends latest), and for a reasonable period of time afterwards as required for each Party reasonably determines to be relevant prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the applicable Distribution Date occurs, each Party shall use its commercially reasonable efforts to its relationship, communications or interaction cooperate and comply with a any other Party’s Information requests to enable (i) Governmental Authority having jurisdiction over the requesting such other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationsuch other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws; provided, that, with respect to the first fiscal quarter in respect of which the activities described in the foregoing clauses (i) and (ii) are undertaken following the Effective Time, each Party shall effect the foregoing by using the same processes, resources and deliverables for purposes of preparing financial statements and recording transactions as were used in the immediately prior fiscal quarter.
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Raytheon Technologies Corp), Separation and Distribution Agreement (Carrier Global Corp), Separation and Distribution Agreement (Otis Worldwide Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 6 contracts
Samples: Separation and Distribution Agreement (Cars.com Inc.), Separation and Distribution Agreement (Cars.com Inc.), Separation and Distribution Agreement (Tegna Inc)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyVarex, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs Party’s legal department requests to the extent that (i) such information relates to comply with reportingthe Varex Business, disclosureor any Varex Asset or Varex Liability, filing if Varex is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that if Varex’s legal department requests information related to SAP R3 historical information, the request shall be subject to the terms and procedures set forth in Schedule 6.1(a). The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Varex’s 2017 fiscal year (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for such fiscal year), each Party shall use its commercially reasonable efforts to cooperate with the Companyother Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, on behalf financial statements and management’s assessment of itself the effectiveness of its disclosure controls and procedures and its respective Groupinternal control over financial reporting in accordance with Items 307 and 308, agrees respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to providetimely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to the Transition Services Agreement, promptly after the conclusion of the planned migration of the patent database maintained by Parent’s legal department to its new service provider, Parent shall deliver or cause to be provideddelivered to Varex, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationshipit then exists, communications or interaction with a (i) Governmental Authority having jurisdiction over a complete and accurate in all material respects additional instance of such patent database solely as it relates to the requesting Party or such member of its Group, Varex Patents and Varex Invention Disclosures and (ii) nationally recognized statistical rating organizationthe Parent Invention Disclosures set forth on Schedule 6.1(c), so long as Varex has entered an agreement with the new service provider to allow Varex to obtain such additional instance; provided, however, that if such planned migration is not concluded by the one year anniversary of the Distribution Date, then Parent shall deliver or cause to be delivered to Varex, in the form, condition and format in which it exists as of such anniversary, (x) a complete and accurate in all material respects copy of the patent database maintained by Parent’s legal department solely as it relates to the Varex Patents and Varex Invention Disclosures and (y) the Parent Invention Disclosures set forth on Schedule 6.1(c), so long as Varex has secured the rights from Parent’s then current service provider to maintain such a copy; and upon either such delivery Parent shall have no further obligations under this sentence. In addition, promptly after request of Varex at any time after such delivery, Parent shall, in accordance with Section 6.9(b), destroy any information in the patent database maintained by Parent’s legal department that relates to the Varex Patents or Varex Invention Disclosures. For the avoidance of doubt, this Section 6.1(c) is not intended to limit Parent’s obligation to respond to a reasonable information request under Section 6.1(a).
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (Varex Imaging Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates to comply with reportingthe Transferred Business, disclosureor any Transferred Asset or Assumed Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Retained Business, or any Retained Asset or Retained Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimental, violate any Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the [first SpinCo fiscal year end] occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Targa Resources Partners LP), Separation and Distribution Agreement (Atlas Energy Group, LLC), Merger Agreement (Targa Resources Corp.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Grace and the CompanyGCP, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the other members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor from the other Party or its Group members, any Information information (or a copy thereof) in the possession or under the control of such respective first Party or its Group which members to the requesting Party reasonably needs extent that (i) such information relates to comply with reportingthe GCP Business, disclosureor any GCP Asset or GCP Liability, filing or other requirements imposed on the requesting Party or if a member of its the GCP Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over is the requesting Party Party, or such to the Grace Business, or any Grace Asset or Grace Liability, if a member of its Groupthe Grace Group is 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, in each case other than claims or allegations that one such information is required by the requesting 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 DocumentAncillary Agreement or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(bi) Each Without limiting the generality of Genworth the foregoing, until the first GCP fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (W R Grace & Co), Separation and Distribution Agreement (GCP Applied Technologies Inc.), Separation and Distribution Agreement (GCP Applied Technologies Inc.)
Agreement for Exchange of Information. (a) Each Subject to any limitations or restrictions pursuant to any applicable Law (including privacy and data security Laws) or pursuant to the provisions set forth on Schedule 6.3, from and after the Distribution Date for a period of Genworth ten years (and, with respect to Information that relates to any Third Party Claims, for a time period without any limit), each of RemainCo and the Company, on behalf of itself and its respective Group, SpinCo agrees to provideprovide or make available, or cause to be providedprovided or made available, to the each 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 Party that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements requirements, requests or Laws imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax securities Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (ii) for use in any other pending or threatened judicial, regulatory, administrativearbitration, tax mediation or other proceeding or investigation or in order to satisfy auditaudit requirements (whether in connection with audits conducted by independent accounting firms, internal audits, or audits conducted by third parties entitled to do so by Contract, including customers and vendors), or in connection with accounting, claims, regulatory, litigation, tax litigation or other similar requirements, except in each the case other than claims or allegations that of a Dispute subject to Article V brought by one Party to this Agreement has against the otherother Party (which shall be governed by such discovery rules as may be applicable under Article V), or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement, any Ancillary Agreement or any Transaction DocumentContract with a Third Party that is not an Affiliate, employee or agent of the requesting Party, or (iv) for any other significant business need as mutually determined in good faith by the Parties; provided, however, that in the event that any either Party determines that any such provision (or making available) of Information could is reasonably likely to be commercially detrimental, detrimental or violate any Law Law, agreement or agreement, privacy policy or waive attorney work product protection or any attorney-client or similar privilegeguidelines, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence; provided, that this Section 6.4(a) shall not limit any Party’s ability to implement such Party’s records retention policies (including the record destruction provisions thereof) and privacy policies and guidelines. Without limiting the generality of the foregoing, for so long as RemainCo (or any successor thereto) is required to reflect any financial information with respect to the SpinCo Entities in any of RemainCo’s reports filed with the SEC under the Exchange Act, SpinCo shall: (i) upon request, provide certifications of its chief executive officer and its chief financial officer substantially similar in form and substance to the certifications provided by RemainCo’s executive officers in the last 12 months preceding the Distribution Date with respect to periodic reporting of assets, liabilities and financial results of the operations conducted by the RemainCo Entities; (ii) provide reasonable access to the books and records of the SpinCo Entities to permit RemainCo’s independent auditors to audit or review, as applicable, any such financial information to be reflected in any such reports filed with the SEC; (iii) consent to the inclusion (or incorporation by reference) of any financial statements reflecting any such financial information in any of RemainCo’s reports filed with the SEC under the Exchange Act or in any registration statements filed by RemainCo with the SEC under the Securities Act of 1933; and (iv) use reasonable efforts to cause SpinCo’s independent accountants to consent to the inclusion of their audit reports in any registration statements filed by RemainCo with the SEC under the Securities Act of 1933. Without limiting the generality of the foregoing, for so long as SpinCo (or any successor thereto) is required to reflect any financial information with respect to the RemainCo Entities in any of SpinCo’s reports filed with the SEC under the Exchange Act, RemainCo shall: (i) upon request, provide certifications of its chief executive officer and its chief financial officer substantially similar in form and substance to the certifications provided by RemainCo’s executive officers in the last 12 months preceding the Distribution Date with respect to periodic reporting of assets, liabilities and financial results of the operations conducted by the RemainCo Entities; (ii) provide reasonable access to the books and records of the RemainCo Entities to permit SpinCo’s independent auditors to audit or review, as applicable, any such financial information to be reflected in any such reports filed with the SEC; (iii) consent to the inclusion (or incorporation by reference) of any financial statements reflecting any such financial information in any of SpinCo’s reports filed with the SEC under the Exchange Act or in any registration statements filed by SpinCo with the SEC under the Securities Act of 1933; and (iv) use reasonable efforts to cause RemainCo’s independent accountants to consent to the inclusion of their audit reports, if required, in any registration statements filed by SpinCo with the SEC under the Securities Act of 1933.
(b) Each Any Information owned by a Party that is provided or made available to a requesting Party pursuant to this Section 6.4 shall be deemed to remain the property of Genworth the Party providing or making available such Information. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(c) The Party requesting the Information under this Section 6.4 will reimburse the other Party for the reasonable out-of-pocket costs of gathering, compiling and copying the CompanyInformation.
(d) Except as otherwise agreed in writing, on behalf or as otherwise provided in any Ancillary Agreement, each Party will use commercially reasonable efforts to retain in accordance with such Party’s record retention policies in effect from time to time (which will comply with all applicable Laws) all significant Information in the Party’s possession or under its control relating to the business, Assets or Liabilities of itself and its respective the other Party’s Group, agrees and, before destroying or disposing of any Information relating to providethe business, Assets or cause Liabilities of the other Party’s Group, (i) the Party proposing to be provided, dispose of or destroy the Information will use commercially reasonable efforts to provide no less than 90 days’ prior written notice to the other GroupParty, at any time specifying the Information proposed to be destroyed or disposed of and (ii) if, before the Trigger Datescheduled date for the destruction or disposal, the other Party requests in writing that any of the Information proposed to be destroyed or disposed of be delivered or made available to the other Party, the Party proposing to dispose of or destroy the Information will promptly arrange for the delivery or making available of the requested Information to or at a location specified by, and at the expense of, the requesting Party; provided, that each Party may destroy or dispose of any Information that the other Party has previously copied.
(e) Except as otherwise provided for herein or in any Ancillary Agreement, neither Party shall have any liability to the other Party or any of its Subsidiaries or other Affiliates in the event that any Information exchanged or provided pursuant to this Section 6.4 is found to be inaccurate or incomplete (including by misstatement or omission), in the absence of willful misconduct or fraud by the Party providing such Information.
(f) The rights and obligations granted under this Section 6.4 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement and any Ancillary Agreement.
(g) Each Party shall, except in the case of a dispute subject to Article V brought by one Party against another Party (which shall be governed by such discovery rules as may be applicable under Article V or otherwise), use commercially reasonable efforts to make available to the other Party, upon written request, (i) the former, current and future directors, officers, employees, other personnel and agents of such Party’s Group for fact finding, consultation and interviews and as witnesses to the extent such Persons may reasonably be required in connection with any Actions (other than Actions in which both RemainCo or any of its Subsidiaries, on the one hand, and SpinCo or any of its Subsidiaries, on the other hand, as soon as reasonably practicable after written request thereforthe case may be, any Information are parties and may be adverse to one another in the possession or under the control of such respective Group Action) in which the requesting Party reasonably determines may from time to time be relevant involved relating to its relationship, communications the conduct of the SpinCo Business or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, RemainCo Business and (ii) nationally recognized statistical rating organizationany books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any judicial proceeding or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such judicial proceeding or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 4 contracts
Samples: Master Separation Agreement, Master Separation Agreement (Babcock & Wilcox Enterprises, Inc.), Master Separation Agreement (Babcock & Wilcox Co)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Ventas and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Ventas Business, or any Ventas Asset or Ventas Liability, if Ventas is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ventas Inc), Separation and Distribution Agreement (Care Capital Properties, Inc.), Separation and Distribution Agreement (Care Capital Properties, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests and, with respect to clause (i) iii), access to comply with reportingthe facilities, disclosuresystems, filing or other requirements imposed on the requesting infrastructure and personnel of such Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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 to the extent that one Party (i) such information relates to this Agreement has against the otherSpinCo Business, or (iii) subject any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the foregoing clause Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii), ) such information is required by the requesting Party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4; provided, however, the Party providing information pursuant to this Section 6.1 shall use commercially reasonable efforts to provide such information in a format that the other Party has the ability to process without undue burden. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of SpinCo or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of SpinCo’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable: (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to SpinCo Group Employees and former SpinCo Group Employees and other records reasonably required by SpinCo to enable SpinCo to properly carry out its obligations under this Agreement and the Employee Matters Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Subject to any limitation imposed by applicable Law, including privacy protection Laws or regulations, each Party shall permit the other Party reasonable access to its employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp)
Agreement for Exchange of Information. (a) Each Except in the case of Genworth an adversarial Action or threatened adversarial Action related to a request hereunder by any member of either the New NGC Group or the HII Group against any member of the other Group (which shall be governed by such discovery rules as may be applicable thereto), and the Companysubject to Section 7.1(b), each of New NGC and HII, on behalf of itself and the members of its respective Group, agrees shall use reasonable best efforts to provideprovide (except as otherwise provided in this Agreement or any Ancillary Agreement, at the sole cost and expense of the requesting party), or cause to be provided, to the other Group, at any time before or after the Closing DateDistribution, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such respective Group which that the requesting Party party reasonably needs requests (i) to comply in connection with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance defense contracting or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other judicial, regulatory, administrative, tax Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, tax 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 DocumentAncillary Agreement. The receiving party shall use any Information received pursuant to this Section 7.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 7.1 shall be construed as obligating a party to create Information not already in its possession or control.
(b) In the event that any party determines that the exchange of any Information pursuant to Section 7.1(a) is reasonably likely to violate any Law or binding agreement, or waive or jeopardize any attorney-client privilege, or attorney work product protection, such party shall not be required to provide access to or furnish such Information to the other party; 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 attorney work product protection or any attorney-client or similar privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations Section 7.1(a) in a manner that avoids any such harm or consequence. New NGC and HII intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.
(bc) Each After the Distribution, each of Genworth New NGC and HII shall maintain in effect systems and controls reasonably intended to enable the Company, on behalf members of itself and its respective Group, agrees to provide, or cause to be provided, to the other GroupGroup to satisfy their respective known reporting, at any time before the Trigger Dateaccounting, as soon as reasonably practicable after written request therefordisclosure, any Information in the possession or under the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, audit and (ii) nationally recognized statistical rating organizationother obligations.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Huntington Ingalls Industries, Inc.), Separation and Distribution Agreement (Northrop Grumman Corp /De/), Separation and Distribution Agreement (Huntington Ingalls Industries, Inc.)
Agreement for Exchange of Information. (a) Each Except as otherwise provided in any Ancillary Agreement, each of Genworth Illumina and the CompanyGRAIL, on behalf of itself and the members of its respective Group, agrees shall use commercially reasonable efforts to provideprovide or make available, or cause to be providedprovided or made available, to the other GroupParty, at any time before or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective either Party or any of the members of its Group which to the requesting Party reasonably needs extent that: (i) such Information relates to the GRAIL Business or any GRAIL Asset or GRAIL Liability, if GRAIL is the requesting party, or to the Illumina Business or any Illumina Asset or Illumina Liability, if Illumina is the requesting party; (ii) such Information is required by the requesting party to comply with its obligations under this Agreement or any Ancillary Agreement; (iii) such Information is required to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party Illumina or a GRAIL, or any other member of its Group respective Group, as applicable (including under applicable securitiessecurities Laws), insurance by any national securities exchange or Tax Laws) by a any Governmental Authority having jurisdiction over the requesting Party Illumina or such GRAIL, or any other member of its respective Group, as applicable; and (iiiv) such Information is required for use in any other judicial, regulatory, administrative, tax administrative or other proceeding Action or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation or other similar requirements, in each case requirements (other than claims or allegations that in the case of any Actions between any member of the GRAIL Group, on the one Party to this Agreement has against hand, and any member of the other, or (iii) subject to Illumina Group on the foregoing clause (iiother hand), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that that, in the event that any the Party to whom the request has been made reasonably determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive attorney work product protection or any attorney-client or similar privilegePrivilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each . The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of Genworth any such Information, and nothing in this Section 6.1 shall expand the Companyobligations of the Parties under Section 6.5. Notwithstanding the foregoing, on behalf of itself and its respective Group, agrees nothing in this Section 6.1 shall be deemed to provide, or cause obligate GRAIL to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, provide any Information in the possession or connection with Illumina’s obligations under the control of such respective Group CVR Agreement, which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, is specifically and (ii) nationally recognized statistical rating organizationexclusively governed by Section 6.2.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (GRAIL, Inc.), Separation and Distribution Agreement (Illumina, Inc.), Separation and Distribution Agreement (Grail, LLC)
Agreement for Exchange of Information. (a) Each Subject to Section 7.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyArlo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateSeparation Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs Party’s legal department requests to the extent that (i) such information relates to comply with reportingthe Arlo Business, disclosureor any Arlo Asset or Arlo Liability, filing if Arlo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing information pursuant to provide, or cause this Section 7.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information provide such information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Groupit then exists, and (ii) nationally recognized statistical rating organizationin no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 7.1 shall expand the obligations of a Party under Section 7.4.
Appears in 4 contracts
Samples: Master Separation Agreement, Master Separation Agreement (Arlo Technologies, Inc.), Master Separation Agreement (Netgear, Inc)
Agreement for Exchange of Information. (a) Each of Genworth AXP and the CompanyAmeriprise, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other GroupParty and its auditors, at any time before before, on or after the Closing Distribution Date, as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which (including access to such Group's accountants, personnel and facilities) that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group(including pursuant to Section 6.01(d)), (ii) for use in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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 DocumentAncillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, violate any Law or agreementagreement to which such Party or member of its Group is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to permit comply with the compliance with such obligations pursuant to this Section 6.01(a) in a manner that avoids mitigates any such harm or consequenceconsequence to the extent practicable. AXP and Ameriprise intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.
(b) Each Following the Effective Time each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of Genworth any Information provided hereunder.
(c) Until the end of the first full AXP fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf each Party shall use its reasonable best efforts, consistent with past practice, to enable the other Party to meet its timetable for dissemination of itself its financial statements and enable such other Party's auditors to timely complete their annual audit and quarterly financial statements.
(d) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them under SOX §302, within 30 days following the end of any fiscal quarter during which Ameriprise is a Subsidiary of AXP, each Party shall cause its respective Groupofficers or employees to provide the other Party with the certification statements with respect to such quarter or portion thereof of such officers and employees to those officers and employees of the other Party, agrees in substantially the same form and manner as such officers or employees provided such certification statements prior to providethe Distribution Date, or cause to be providedas otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the Separation, to the Distribution and any other Group, at any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationtransactions related thereto.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ameriprise Financial Inc), Separation and Distribution Agreement (Ameriprise Financial Inc), Separation and Distribution Agreement (American Express Financial Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.10 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, at or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such Information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such Information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, violate any applicable Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Securities Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (EQT Corp), Separation and Distribution Agreement (Equitrans Midstream Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) (including Excluded Information) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such Information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such Information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first SpinCo fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Party’s Information in the possession or under the control of such respective Group which the requesting Party reasonably determines requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp)
Agreement for Exchange of Information. (a) Each Subject to any limitations or restrictions pursuant to any applicable Law or except as otherwise agreed in writing, or as otherwise provided in any Ancillary Agreement, from and after the Distribution Date each of Genworth Greatbatch and the Company, on behalf of itself and its respective Group, Nuvectra agrees to provideprovide or make available, or cause to be providedprovided or made available, to the each 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 Party that can be retrieved without unreasonable disruption to its business and that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements requirements, requests or Laws imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax securities Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (ii) for use in any other pending or threatened judicial, regulatory, administrativearbitration, tax mediation or other proceeding or investigation or in order to satisfy auditaudit requirements (whether in connection with audits conducted by independent accounting firms, internal audits, or audits conducted by third parties entitled to do so by Contract, including customers and vendors), or in connection with accounting, claims, regulatory, litigation, tax litigation or other similar requirements, except in each the case other than claims or allegations that one of a Dispute subject to Article V brought by a Party to this Agreement has against the otherother Party (which shall be governed by such discovery rules as may be applicable under Article V), or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement, any Ancillary Agreement or any Transaction DocumentContract with a third party that is not an Affiliate, employee or agent of the requesting Party, or (iv) for any other significant business need as mutually determined in the Good Faith Judgment of the Parties; provided, however, that in the event that any either Party determines that any such provision (or making available) of Information could is reasonably likely to be commercially detrimental, detrimental or violate any Law or agreement, Contract or waive attorney work product protection or any attorney-client or similar privilegePrivilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence; provided, however, that this Section 6.4(a) shall not limit any Party’s ability to implement such Party’s records retention policies, as such policies may be amended from time to time (including the record destruction provisions thereof).
(b) Each [Reserved].
(c) Any Information owned by a Party that is provided or made available to a requesting Party pursuant to this Section 6.4 shall be deemed to remain the property of Genworth the Party providing or making available such Information. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(d) The Party requesting the Information under this Section 6.4 will reimburse the other Party for the reasonable out-of-pocket costs of gathering, compiling and copying the CompanyInformation.
(e) Except as otherwise agreed in writing, on behalf or as otherwise provided in any Ancillary Agreement, each Party will use commercially reasonable efforts to retain in accordance with such Party’s record retention policies in effect from time to time (which will comply with all applicable Laws) all significant Information in the Party’s possession or under its control relating to the business, Assets or Liabilities of itself and its respective the other Party’s Group, agrees and, before destroying or disposing of any Information relating to providethe business, Assets or cause Liabilities of the other Party’s Group, (i) the Party proposing to be provided, dispose of or destroy the Information will use commercially reasonable efforts to provide no less than 90 days’ prior written notice to the other Party, specifying the Information proposed to be destroyed or disposed of and (ii) if, before the scheduled date for the destruction or disposal, the other Party requests in writing that any of the Information proposed to be destroyed or disposed of be delivered or made available to the other Party, the Party proposing to dispose of or destroy the Information will promptly arrange for the delivery or making available of the requested Information to or at a location specified by, and at the expense of, the requesting Party; provided, however, that each Party may destroy or dispose of any Information that the other Party has previously copied.
(f) Except as otherwise provided for herein or in any Ancillary Agreement, neither Party shall have any liability to the other Party or any member of such other Party’s Group in the event that any Information exchanged or provided pursuant to this Section 6.4 is found to be inaccurate or incomplete (including by misstatement or omission), in the absence of willful misconduct or fraud by the Party providing such Information.
(g) The rights and obligations granted under this Section 6.4 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement and any Ancillary Agreement.
(h) Each Party shall, except in the case of a dispute subject to Article V brought by a Party against the other Party (which shall be governed by such discovery rules as may be applicable under Article V or otherwise), use commercially reasonable efforts to make available to the other Party, upon written request, (i) the former, current and future directors, officers, employees, other personnel and agents of such Party’s Group for fact finding, consultation and interviews and as witnesses to the extent such Persons may reasonably be required in connection with any Proceedings (other than Proceedings in which both Greatbatch or any other member of the Greatbatch Group, at on the one hand, and Nuvectra or any time before other member of the Trigger DateNuvectra Group, on the other hand, as soon as reasonably practicable after written request thereforthe case may be, any Information are parties and may be adverse to one another in the possession or under the control of such respective Group Proceeding) in which the requesting Party reasonably determines may from time to time be relevant involved relating to its relationship, communications the conduct of the Nuvectra Business or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, Greatbatch Business and (ii) nationally recognized statistical rating organizationany books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any judicial proceeding or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such judicial proceeding or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Nuvectra Corp), Separation and Distribution Agreement (Greatbatch, Inc.), Separation and Distribution Agreement (Qig Group, LLC)
Agreement for Exchange of Information. (a) Each of Genworth Parent and the CompanyXxxxx Xxxxxxx, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other GroupParty, at any time before before, on or after the Closing Distribution Date, as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (ii) for use in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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 DocumentAncillary Agreement; providedPROVIDED, howeverHOWEVER, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, violate any Law law or agreementagreement to which such Party or member of its Group is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, the Parties shall take all reasonable measures to permit the compliance with such the obligations pursuant to this Section 6.1(a) in a manner that avoids any such harm or consequence. Parent and Xxxxx Xxxxxxx intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.
(b) Each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of Genworth and any Information provided hereunder.
(c) Notwithstanding anything to the Companycontrary in Section 6.1(a), on behalf of itself and its respective Groupafter the Distribution Date, agrees to Xxxxx Xxxxxxx shall provide, or cause to be provided, to the other GroupParent in such form as Parent shall request, at no charge to Parent, all financial and other data and Information as Parent determines necessary or advisable in order to prepare Parent's financial statements and reports or filings with any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies)
Agreement for Exchange of Information. ARCHIVES.
(a) Each of Genworth CCI and the CompanyuBid, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Closing 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 party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, or waive any attorney work product protection or any attorney-client or similar 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) Each After the Closing Date, uBid shall have access during regular business hours (as in effect from time to time) to the documents and objects of Genworth historic significance that relate to the business of uBid that are located in the CCI Records. uBid 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 uBid shall cause any such objects to be returned promptly in the Companysame condition in which they were delivered to uBid and uBid shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on behalf removal of itself specified objects), that are then applicable to CCI. Nothing herein shall be deemed to restrict the access of any member of the CCI Group to any such documents or objects or to impose any liability on any member of the CCI Group if any such documents or objects are not maintained or preserved by CCI.
(c) After the date hereof, (i) uBid shall maintain in effect at its own cost and its expense adequate systems and controls to the extent necessary to enable the members of the CCI Group to satisfy their respective Groupreporting, agrees to accounting, audit and other obligations, and (ii) uBid shall provide, or cause to be provided, to the other GroupCCI in such form as CCI shall request, at no charge to CCI, all financial and other data and information as CCI determines necessary or advisable in order to prepare CCI financial statements and reports or filings with any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Ubid Inc), Separation and Distribution Agreement (Ubid Inc), Separation and Distribution Agreement (Ubid Inc)
Agreement for Exchange of Information. (a) Each Subject to Section 6.10 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each other member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, at or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information specific and expressly identified information (or a copy thereof) in the possession or under the control of such respective Party or its Group (to the extent such information is not already in the possession or under the control of the requesting Party or its Group) which the requesting Party reasonably needs or its Group requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such information relates to comply with reportingthe operation of the SpinCo Business, disclosureor any SpinCo Asset, filing or other requirements imposed on SpinCo Liability, if SpinCo is the requesting Party Party, or a member of its Group (including under applicable securitiesto the Parent Business, insurance or Tax Laws) by a Governmental Authority having jurisdiction over any Parent Asset or Parent Liability, if Parent is the requesting Party or such member of its GroupParty, and in each case is needed for a reasonable, bona fide business purpose; (ii) for requests made within five (5) years following the Distribution Date, such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or Local Transfer Agreement; (iii) such information is for use by the requesting Party to comply with any obligation imposed by any Governmental Authority; (iv) such information is for use by the requesting Party in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claimsclaims defense, regulatoryregulatory filings, litigation, tax litigation or other similar requirements, in each case requirements (other than claims in connection with any Action or allegations that one Party threatened Action in which any member of a Group is adverse to this Agreement any member of the other Group); (v) for requests made during the term of the Intellectual Property Cross License Agreement, such information is embodied in books, records or other documents, constitutes Company CMI or SpinCo CMI (each as defined in the Intellectual Property Cross License Agreement) and has against been validly requested for the other, purpose of exercising the licenses granted in Section 2.1(c) and Section 2.2(c) of the Intellectual Property Cross License Agreement; or (iiivi) in the case where Parent is the requesting Party, (x) such information is necessary or desirable for Parent’s consideration of the timing or manner in which it will affect any Disposition or (y) such information is necessary for Parent to complete its environmental inventory reporting obligations for the 2023 and 2024 calendar years consistent with past practice (including, for such purpose, permitting Parent to conduct environmental surveys and assessments of SpinCo Real Property, subject to Parent providing reasonable advance notice to SpinCo and such access being limited to normal business hours and Parent conducting such survey or assessment in a manner that is not materially disruptive to the foregoing clause (iibusiness and operations of the SpinCo Group), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that that, in the event that any the Party to whom the request has been made determines in good faith that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, result in the loss of confidentiality of confidential information, be inconsistent with data privacy obligations, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilegeprivilege and the attorney work product doctrine, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that the Parties agree that it shall not be deemed commercially detrimental to provide information regarding Trade Secrets licensed under Sections 2.1 and 2.2 of the Intellectual Property Cross License Agreement to the extent Trade Secrets are licensed under those sections. The Party providing information pursuant to this Section 6.2 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.2 shall expand the obligations of either Party under Section 6.5 or impose any information retention obligations in addition to those under Section 6.5. Where information is to be transferred by physical delivery at or after the Effective Time, the transferring Party shall procure that such information is available for collection at the location at which such information is being stored at that time, or as otherwise agreed between the Parties, such that there shall be no requirement on either Party to move transferring information from one location to another in order to effect the transfer.
(b) Each Without limiting the generality of Genworth and the Companyforegoing, on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws, in the case of each of clauses (i) and (ii) until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs).
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (3m Co), Separation and Distribution Agreement (Solventum Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of Genworth their respective Groups, each of YUM and each of the CompanySpinCo Parties, on behalf of itself and each other member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to each other Party and the other members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or any other member of such Party’s Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a other member of its such Party’s Group to the extent that (including under applicable securitiesi) such information relates to the SpinCo Business, insurance or Tax Lawsany SpinCo Asset or SpinCo Liability, if a SpinCo Party or any other member of the SpinCo Group is the requesting Party, or to the YUM Business, or any YUM Asset or YUM Liability, if YUM or any other member of the YUM Group is the requesting Party; (ii) such information is required by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party or any other member of such Party’s Group to comply with any obligation imposed by any Governmental Authority; provided, however, that in that, if the event that any Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information or any other member of such Party’s Group, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth and the Companyforegoing, on behalf until the end of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group SpinCo fiscal year during which the requesting Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party reasonably determines to be relevant prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to its relationship, communications or interaction cooperate with a each other Party’s information requests to enable (i) Governmental Authority having jurisdiction over the requesting each other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationeach other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Yum Brands Inc), Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum China Holdings, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth FNF and the CompanyJAX, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other GroupParty and its auditors, at any time before or after the Closing Distribution Date, as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which (including access to such Group’s accountants, personnel and facilities) that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax securities Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group(including pursuant to Section 7.1(d)), (ii) for use in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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 DocumentAncillary Agreement (other than with respect to matters governed by the Tax Matters Agreement, which shall remain subject solely to the terms and conditions set forth therein); provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, violate any Law or agreementagreement to which such Party or member of its Group is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, the Parties shall take all reasonable measures to permit the compliance with such the obligations pursuant to this Section 7.1(a) in a manner that avoids any such harm or consequence. FNF and JAX intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.
(b) Each Following the Distribution Date, each Party shall make its employees available during normal business hours and on reasonable prior notice to provide an explanation of Genworth any Information provided hereunder.
(c) Until the end of the first full FNF fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf each Party shall use its commercially reasonable efforts, consistent with past practice, to enable the other Party to meet its timetable for dissemination of itself its financial statements and its respective enable such other Party’s auditors to timely complete their annual audit and quarterly financial statements.
(d) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them by Rule 13a-14 under the Exchange Act, within thirty (30) days following the end of any fiscal quarter during which JAX was a Subsidiary of any member of the FNF Group, agrees each Party shall cause its officers or employees to provideprovide the other Party with the certification statements of such officers and employees with respect to such quarter or portion thereof, in substantially the same form and manner as such officers or employees provided such certification statements before the Distribution Date, or cause to be providedas otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the Separation, to the Distribution and any other Group, at any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationtransactions related thereto.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (J. Alexander's Holdings, Inc.), Separation and Distribution Agreement (J. Alexander's Holdings, Inc.), Separation and Distribution Agreement (J. Alexander's Holdings, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth and At any time before, on or after the CompanyDistribution Time, (i) Lazard Group, on behalf of itself and its respective Groupeach Lazard Group Company, agrees to provide, or cause to be provided, to the other each of LAZ-MD and LFCM, (ii) LFCM, on behalf of each LFCM Company, agrees to provide, or cause to be provided, to each of LAZ-MD and Lazard Group, at any time before and (iii) LAZ-MD agrees to provide, or after the Closing Datecause to be provided, to each of LFCM and Lazard Group, in each case as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which Group, if applicable, that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, if applicable, violate any Law law or agreementagreement to which such Party or member of its Group, if applicable, is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, if applicable, the Parties shall take all reasonable measures to permit the compliance with such the obligations pursuant to this Section 6.1(a) in a manner that avoids any such harm or consequenceconsequence (including by entering into joint defense or similar arrangements); provided, further, that in the event, after taking all such reasonable measures, the Party subject to such law or agreement is unable to provide any Information without violating such law or agreement, such Party shall not be obligated to provide such Information to the extent it would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. Each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder.
(b) Each of Genworth and Notwithstanding anything to the Companycontrary in Section 6.1(a), on behalf of itself and its respective Groupafter the Distribution Time, agrees to LFCM shall provide, or cause to be provided, to the other Lazard Group in such form as Lazard Group shall request, at no charge to Lazard Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any all financial and other data and Information in the possession or under the control of such respective LFCM or any other LFCM Company as Lazard Group which the requesting Party reasonably determines necessary or advisable in order to be relevant to its relationship, communications prepare Lazard Group’s and other Lazard Group Companies’ financial statements or interaction any other reports or filings of Lazard Group Companies with a (i) any Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 3 contracts
Samples: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD), Master Separation Agreement (LAZ-MD Holdings LLC)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Embecta Corp.), Separation and Distribution Agreement (Becton Dickinson & Co), Separation and Distribution Agreement (Embecta Corp.)
Agreement for Exchange of Information. (a) Each Except as otherwise provided in any Ancillary Agreement, each of Genworth HHH and the CompanySeaport Entertainment, on behalf of itself and the members of its respective Group, agrees shall use commercially reasonable efforts to provideprovide or make available, or cause to be providedprovided or made available, to the other GroupParty, at any time before or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective either Party or any of the members of its Group which to the requesting Party reasonably needs extent that: (i) such Information relates to comply with reportingthe Seaport Entertainment Business or any Seaport Entertainment Asset or Seaport Entertainment Liability, disclosure, filing or other requirements imposed on if Seaport Entertainment is the requesting Party party, or a member of its Group (including under applicable securitiesto the HHH Business or any HHH Asset or HHH Liability, insurance or Tax Laws) by a Governmental Authority having jurisdiction over if HHH is the requesting Party or such member of its Group, 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, in each case other than claims or allegations that one Party to this Agreement has against such Information is required by the other, or (iii) subject to the foregoing clause (ii), requesting party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting party to comply with any obligation imposed by any Governmental Authority, applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the SEC or NYSE American or any other regulatory or self-regulatory authority); provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive attorney work product protection or any attorney-client privilege or similar privilegeattorney work product protection, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing Information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any provide such Information in the possession form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or under the control reformatting of any such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its GroupInformation, and (ii) nationally recognized statistical rating organizationnothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Howard Hughes Holdings Inc.), Separation and Distribution Agreement (Seaport Entertainment Group Inc.), Separation and Distribution Agreement (Seaport Entertainment Group Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Xxxxxxx Controls and the CompanyAdient, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates (A) to comply with reportingthe Adient Business, disclosureor any Adient Asset or Adient Liability, filing if Adient is the requesting Party, or other requirements imposed on (B) to the Xxxxxxx Controls Business, or any Xxxxxxx Controls Asset or Xxxxxxx Controls Liability, if Xxxxxxx Controls is the requesting Party; (ii) such Information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, howeverthat, that in if the event that any Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1(a) shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1(a) shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first Adient fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself each Party shall use its commercially reasonable efforts to cooperate, and to cause its respective GroupRepresentatives to cooperate, agrees to provide, or cause to be provided, to with the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of Party and such respective Group which the requesting Party reasonably determines Party’s Representatives to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements, periodic reports and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Adient LTD), Separation and Distribution Agreement (Johnson Controls International PLC), Separation and Distribution Agreement (Adient LTD)
Agreement for Exchange of Information. (a) Each Subject to Section 5.9 and any other applicable confidentiality obligations, each of Genworth the Company and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates to comply with reportingthe Nevada Business, disclosureor any Transferred Asset or Assumed Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Mexico Business, or any Retained Asset or Retained Liability, if the Company is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any Transaction Documentobligation imposed by any Governmental Entity; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimental, violate any Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 5.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 5.1 shall expand the obligations of a Party under Section 5.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first SpinCo fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Paramount Gold & Silver Corp.), Merger Agreement (Coeur Mining, Inc.), Separation and Distribution Agreement (Paramount Gold Nevada Corp.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Encompass and the CompanyEnhabit, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs Party’s legal department requests to the extent that (i) such information relates to comply with reportingthe Enhabit Business, disclosureor any Enhabit Asset or Enhabit Liability, filing if Enhabit is the requesting Party, or other requirements imposed on to the Encompass Business, or any Encompass Asset or Encompass Liability, if Encompass is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Encompass’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and its respective Group, agrees each Party shall use commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Encompass Health Corp), Separation and Distribution Agreement (Enhabit, Inc.), Separation and Distribution Agreement (Enhabit, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.8 and any other applicable confidentiality obligations, each of Genworth Southwest and the CompanyCenturi, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing Separation Time, but no later than the second (2nd) anniversary of the Disposition Date, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe Centuri Business, disclosureor any Centuri Asset or Centuri Liability, filing if Centuri is the requesting Party, or other requirements imposed on to the Southwest Business, or any Southwest Asset or Southwest Liability, if Southwest is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement or in connection with (A) an issuance of debt or equity securities or (B) a merger, divisive merger, reorganization or consolidation transaction in which such Party is a constituent party but not the surviving entity or the sale by such Party of all or substantially all of its Assets; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information provide such information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Groupit then exists, and (ii) nationally recognized statistical rating organizationin no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4.
Appears in 3 contracts
Samples: Separation Agreement (Southwest Gas Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth Remainco and the CompanyNew News Corporation, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other GroupParty and its auditors, at any time before before, on or after the Closing DateDistribution, as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which (including access to such Group’s accountants, personnel and facilities) that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group(including pursuant to Section 6.01(d)), (ii) for use in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax Action 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 DocumentAncillary Agreement, (iv) for employee benefits, regulatory or Tax matters, or (v) for any other reasonable purposes; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, violate any Law or agreementagreement to which such Party or member of its Group is a party, or waive attorney work product protection or any attorney-client or similar privilegeattorney work product privileges applicable to such Party or member of its Group, the Parties shall use reasonable efforts to provide any such Information and the Parties shall take all reasonable measures to permit comply with the compliance with such obligations pursuant to this Section 6.01(a) in a manner that avoids mitigates any such harm or consequenceconsequence and prevents waiver of any privilege to the extent practicable. Remainco and New News Corporation intend that any transfer of Information that would otherwise be within the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilege.
(b) Each Following the Distribution, each Party shall make its employees and facilities reasonably available and accessible to provide an examination of Genworth any Information provided hereunder.
(c) Until the end of the first full Remainco fiscal year occurring after the Distribution (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution occurs), on behalf each Party shall use its commercially reasonable efforts, consistent with past practice, to enable the other Party to meet its timetable for dissemination of itself its financial statements and enable such other Party’s auditors to timely complete their annual audit and review of quarterly financial statements.
(d) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them under SOX § 302, within 30 days following the end of any fiscal quarter during which New News Corporation is a Subsidiary of Remainco, each Party shall cause its respective Groupofficers or employees to provide the other Party with the certification statements of such officers and employees with respect to such quarter or portion thereof to those officers and employees of the other Party, agrees in substantially the same form and manner as such officers or employees provided such certification statements prior to providethe Distribution, or cause to be providedas otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the Separation, to the Distribution, Internal Reorganization and any other Group, at any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationtransactions related thereto.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Twenty-First Century Fox, Inc.), Separation and Distribution Agreement (New Newscorp LLC)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of SpinCo’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Mdu Resources Group Inc), Separation and Distribution Agreement (Everus Construction Group, Inc.), Separation and Distribution Agreement
Agreement for Exchange of Information. (a) Each of Genworth Halliburton and the Company, on behalf of itself and its respective Group, KBR agrees to provide, or cause to be provided, to the each 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 party that the requesting Party party reasonably needs needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other judicialRegulatory Proceeding, regulatory, administrative, tax judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax subpoena 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 DocumentAncillary Agreement or (iv) in connection with its ongoing businesses as it relates to the conduct of such business, as the case may be; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar 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) Each of Genworth After the Separation Date, notwithstanding the parties’ rights and obligations in Section 8.5 hereof, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the Companyextent necessary to enable the other party to satisfy its reporting, on behalf of itself accounting, audit and its respective Groupother obligations in compliance with all applicable Law and stock exchange requirements, agrees to and (ii) each party shall provide, or cause to be provided, to the other party and the applicable members of its Group in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.
(c) Any Information owned by a party that is provided to a requesting party pursuant to this Section 8.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(d) To facilitate the possible exchange of Information pursuant to this Section 8.4 and other provisions of this Agreement, each party agrees to use reasonable best efforts to retain all Information in its respective possession or control substantially in accordance with its record retention policies as in effect on the Separation Date. For so long as the Halliburton Group collectively beneficially owns shares of KBR Common Stock representing at least 15% or more of the total voting power of all of the outstanding shares of KBR Voting Stock, KBR shall not amend its or any member of its Group’s record retention policies without the consent of Halliburton. However, except as set forth in the Tax Sharing Agreement, at any time before after the Trigger Datedate that the Halliburton Group collectively beneficially owns shares of KBR Common Stock representing less than 15% of the total voting power of all of the outstanding shares of KBR Voting Stock, as soon as reasonably practicable after KBR may amend its record retention policies at KBR’s discretion; provided, however, that KBR must give Halliburton thirty (30) days prior written request therefornotice of such change in the policy. No party will destroy, or permit any member of its Group to destroy, any Information that exists on the Separation Date (other than Information that is permitted to be destroyed under the Halliburton record retention policy in effect as of the date hereof) without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.
(e) No party shall have any liability to any other party in the possession event that any Information exchanged or provided pursuant to this Section 8.4 is found to be inaccurate, in the absence of willful misconduct by the party providing such Information. No party shall have any duty to update any Information exchanged or provided pursuant to this Section 8.4. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable best efforts by such party to comply with the provisions of Section 8.4(d).
(f) The rights and obligations granted under this Section 8.4 are subject to any specific limitations, qualifications or additional provisions on the control sharing, exchange or confidential treatment of Information set forth in Sections 3.4 and 3.5 of this Agreement and any Ancillary Agreement.
(g) Each party hereto shall, except in the case of a dispute subject to Article VII brought by one party against another party (which shall be governed by such discovery rules as may be applicable under Article VII or otherwise), use reasonable best efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such respective Group party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required by the other party in connection with any Regulatory Proceeding, judicial proceeding or other proceeding in which the requesting Party reasonably determines party may from time to time be relevant involved, regardless of whether such Regulatory Proceeding, judicial proceeding or other proceeding is a matter with respect to its relationship, communications or interaction with a (iwhich indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith; provided that witnesses shall be made available under this Section 8.4(g) Governmental Authority having jurisdiction over the requesting Party or such member without cost other than reimbursement of its Group, actual out-of-pocket expenses and (ii) nationally recognized statistical rating organizationreasonable attorneys’ fees and expenses incurred.
Appears in 3 contracts
Samples: Master Separation Agreement (Halliburton Co), Master Separation Agreement (Kbr, Inc.), Master Separation Agreement (Kbr, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Cousins and the CompanyNew Parkway, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateDistribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such Information relates to comply with reportingthe New Parkway Business, disclosureor any New Parkway Asset or New Parkway Liability, filing if New Parkway is the requesting Party, or other requirements imposed on to the Cousins Business, or any Cousins Asset or Cousins Liability, if Cousins is the requesting Party; (ii) such Information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, could violate any Law or agreement, agreement or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client privilege or similar privilegethe work product doctrine, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first fiscal year-end of New Parkway occurring after the Distribution Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Party’s Information in the possession or under the control of such respective Group which the requesting Party reasonably determines requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation, Distribution and Transition Services Agreement (Parkway, Inc.), Separation, Distribution and Transition Services Agreement (Cousins Properties Inc), Separation, Distribution and Transition Services Agreement (Parkway, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of Genworth eBay and the CompanyPayPal, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates (A) to comply with reportingthe PayPal Business, disclosureor any PayPal Asset or PayPal Liability, filing if PayPal is the requesting Party, or other requirements imposed on (B) to the eBay Business, or any eBay Asset or eBay Liability, if eBay is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, howeverthat if the Party to whom the request has been made determines that, that in the event that any Party determines that reasonable good faith judgment of such Party, any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. Notwithstanding the foregoing, this Section 6.1 shall not require the Party to whom the request has been made to provide such information if such Party determines that doing so would, in the reasonable good faith judgment of such Party, reasonably be expected to result in any violation of any Law or agreement or waive any privilege available under applicable Law, including any attorney-client privilege; provided, that the Parties shall use commercially reasonable efforts to cooperate in seeking to find a way to permit compliance with such obligations to the extent and in a manner that avoids such consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first PayPal fiscal year end during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of itself its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its respective Groupinternal control over financial reporting in accordance with Items 307 and 308, agrees respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to providetimely complete their review of the quarterly financial statements and audit of the annual financial statements, or cause to be providedincluding, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other Groupapplicable Laws.
(c) Without limiting the generality of the foregoing, each Party shall deliver to the other Party a reasonably complete draft (to the extent practicable) of (i) its first quarterly report on Form 10-Q to be filed with the Commission that includes its respective financial statements, (ii) its first annual report on Form 10-K to be filed with the Commission that includes its respective annual financial statements in the form expected to be covered by the audit report of such Party’s independent auditor and (iii) the proxy materials to be filed with the Commission in respect of such Party’s first annual meeting of stockholders following the Distribution Date (the documents described in clauses (i), (ii) and (iii), the “Financial Reporting and Proxy Materials”) at least fifteen (15) days prior to the expected date of filing and to deliver to the other Party any time before supplements, amendments or significant revisions following such delivery. Each Party shall notify the Trigger Date, other Party as soon as reasonably practicable after written request therefor, it becomes aware of any Information in material accounting differences between its Financial Reporting and Proxy Materials and the possession other Party’s Financial Reporting and Proxy Materials with respect to transactions or under activities conducted prior to or at the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its GroupEffective Time, and (ii) nationally recognized statistical rating organizationthe Parties shall subsequently confer and use commercially reasonable efforts to consult with each other in good faith and resolve such differences prior to the filing of the applicable Financial Reporting and Proxy Materials.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Ebay Inc), Separation and Distribution Agreement (PayPal Holdings, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of SpinCo’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Mdu Resources Group Inc), Separation and Distribution Agreement (Knife River Holding Co), Separation and Distribution Agreement (Knife River Holding Co)
Agreement for Exchange of Information. (a) Each Subject to Section 6.8 and any other applicable confidentiality obligations, each of Genworth iStar and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateDistribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party or its Group reasonably needs requests to the extent that (i) such Information relates to comply with reportingthe Transferred Business, disclosureor any Transferred Asset or Assumed Liability (including information, filing books and records primarily related to the Transferred Business contained on the Yardi Systems accounts of iStar or other requirements imposed on the iStar Group), if SpinCo is the requesting Party, or to the Excluded Business, or any Excluded Asset or Excluded Liability, if iStar is the requesting Party; (ii) such Information is reasonably required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, could violate any Law or agreement, agreement or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client privilege or similar privilegethe work product doctrine, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing Information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any provide such Information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Groupit then exists, and (ii) nationally recognized statistical rating organizationin no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.3.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Istar Inc.), Separation and Distribution Agreement (Star Holdings), Merger Agreement (Istar Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Kellanova and the CompanyWKKC, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs requests to the extent that (i) such information relates to comply with reportingthe WKKC Business, disclosureor any WKKC Asset or WKKC Liability, filing if WKKC is the requesting Party, or other requirements imposed on to the Kellanova Business, or any Kellanova Asset or Kellanova Liability, if Kellanova is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party or its Group to comply with any Laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information or its Group, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of any Party or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the WKKC fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (WK Kellogg Co)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of Genworth their respective Groups, each of VSI and the CompanySpinCo, on behalf of itself and each other member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the other members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of the Party receiving such respective Group which the requesting Party reasonably needs request (i) or any other member of such Party’s Group), to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a other member of its such Party’s Group to the extent that such information is not in the possession of the requesting Party’s Group and:
(including under applicable securitiesi) such information belongs to SpinCo or relates to the SpinCo Business, insurance or Tax Lawsany SpinCo Asset or SpinCo Liability, if SpinCo or any other member of the SpinCo Group is the requesting Party, or belongs to VSI or relates to the CES Business, or any CES Asset or CES Liability, if VSI or any other member of the CES Group is the requesting Party;
(ii) such information is required by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or
(iii) such information is required by the requesting Party or any other member of such Party’s Group to comply with its regulatory reporting obligations or any other obligation imposed by any Governmental Authority; provided, however, that in (x) if the event that any Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentalmaterially detrimental to the Party providing the information or any other member of such Party’s Group, violate any Law or agreement, agreement or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all will use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence, (y) such information will relate to a period or periods (or any portion thereof) ending on or before the date of the Separation Completion Time, and (z) such information will not be used by the requesting party for commercial purposes; provided, however, that conditions (x)-(z) will not apply with respect to information that belongs to the requesting party and is only in the possession of the other party and, conditions (x) and (y) will not apply with respect to information described in Section 6.1(c).
(b) Each Any Party providing information pursuant to this Section 6.1 will only be obligated to provide such information in the form, condition and format in which it then exists, and in no event will such Party be required to perform any improvement, modification, conversion, updating or reformatting of Genworth any such information, and nothing in this Section 6.1 will expand the Companyobligations of a Party under Section 6.4.
(c) Without limiting the generality of Section 6.1(a), on behalf until the end of itself the VSI fiscal year ended January 31 during which the Spin-off Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year ended January 31 during which the Spin-off Date occurs), each Party will use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and any management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting required by applicable Law; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(d) Notwithstanding the other provisions of this Section 6.1 (except for the provisions of Section 6.1(a) relating to access to information), SpinCo will abide by the data preservation, maintenance and restoration provisions of Schedule 6.1(d) hereto for VSI’s benefit with respect to the backup tapes and other backup systems described in such schedule (which will remain under SpinCo’s control following the Spin-off Date and which contain the sole backup copies of such data).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Cognyte Software Ltd.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a member of its Group requests and, with respect to clause (including under applicable securitiesiii), insurance or Tax Laws) by a Governmental Authority having jurisdiction over access to the requesting facilities, systems, infrastructure and personnel of such Party or such member of its Group, (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 to the extent that one Party (i) such information relates to this Agreement has against the otherSpinCo Business, or (iii) subject any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the foregoing clause Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii), ) such information is required by the requesting Party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; providedor (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Axx xx 0000; xxovided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of SpinCo or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Parent’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Axx xx 0000, xxe SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to SpinCo Group Employees and Former SpinCo Group Employees and other records reasonably required by SpinCo to enable SpinCo properly to carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party shall permit the other Party reasonable access to its Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Frontdoor, Inc.), Separation and Distribution Agreement (AHS Holding Company, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyVarex, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe Varex Business, disclosureor any Varex Asset or Varex Liability, filing if Varex is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Varex’s 2017 fiscal year (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for such fiscal year), each Party shall use its commercially reasonable efforts to cooperate with the Companyother Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, on behalf financial statements and management’s assessment of itself the effectiveness of its disclosure controls and procedures and its respective Groupinternal control over financial reporting in accordance with Items 307 and 308, agrees respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to providetimely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to the Transition Services Agreement, promptly after the conclusion of the planned migration of the patent database maintained by Parent’s legal department to its new service provider, Parent shall deliver or cause to be provideddelivered to Varex, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationshipit then exists, communications or interaction with a (i) Governmental Authority having jurisdiction over a complete and accurate in all material respects additional instance of such patent database solely as it relates to the requesting Party or such member of its Group, Varex Patents and Varex Invention Disclosures and (ii) nationally recognized statistical rating organizationthe Parent Invention Disclosures set forth on Schedule 6.1(c), so long as Varex has entered an agreement with the new service provider to allow Varex to obtain such additional instance; provided, however, that if such planned migration is not concluded by the one year anniversary of the Distribution Date, then Parent shall deliver or cause to be delivered to Varex, in the form, condition and format in which it exists as of such anniversary, (x) a complete and accurate in all material respects copy of the patent database maintained by Parent’s legal department solely as it relates to the Varex Patents and Varex Invention Disclosures and (y) the Parent Invention Disclosures set forth on Schedule 6.1(c), so long as Varex has secured the rights from Parent’s then current service provider to maintain such a copy; and upon either such delivery Parent shall have no further obligations under this sentence. In addition, promptly after request of Varex at any time after such delivery, Parent shall, in accordance with Section 6.9(b), destroy any information in the patent database maintained by Parent’s legal department that relates to the Varex Patents or Varex Invention Disclosures. For the avoidance of doubt, this Section 6.1(c) is not intended to limit Parent’s obligation to respond to a reasonable information request under Section 6.1(a).
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Varex Imaging Corp)
Agreement for Exchange of Information. (a) Each of Genworth and the Company, on behalf of itself and its respective Group, Group agrees to provide, or cause to be provided, to the other Group, at any time before or after the Closing DateEffective Date (including after the Closing), as soon as reasonably practicable after written request therefor, any Alliance Information in the possession or under the control of such respective Group which Group, and reasonable access to the properties and employees of the Joint Venture Entities under the control of such respective Group, and, in the case of Goodyear, providing SRI reasonable access to the properties and employees and Information relating to the Huntsville Assets, that the requesting Party party (i) reasonably requests in connection with the Transactions (other than in connection with a dispute between the Parties) or (ii) reasonably needs (iA) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (iiB) 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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Transaction DocumentAgreement or (C) to facilitate the resolution of claims (other than in connection with a dispute between the Parties) made against or incurred by the requesting party relating to the Alliance (the “Permitted Purpose”); provided, however, that in the event that any Party either Group determines that any such provision of Alliance Information could be commercially detrimental, violate any applicable Law or agreementContract in force prior to such request, require disclosure of any trade secrets or other proprietary information or waive attorney work product protection or any attorney-client or similar privilege, the applicable Party shall not be required to disclose such Information. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall take all reasonable measures not operate as a waiver of any potentially applicable privilege; provided, further, that, subject to Section 4.13, neither Party shall, nor shall either Party permit any other Member of its Group to, use, analyze, incorporate or disclose to any Person (other than its Representatives) any of the compliance with such obligations in Information disclosed pursuant to this Section 4.8 for any purpose other than a manner that avoids any such harm or consequencePermitted Purpose.
(b) Each Group shall continue to maintain in effect systems and controls to the extent necessary to enable the Members of Genworth the other Group to satisfy their respective reporting, accounting audit and other obligations with respect to the CompanyAlliance Information, on behalf the Alliance, any Joint Venture Entity, the Transactions, this Agreement or any of itself the other Transaction Agreements, in each case, as and to the extent required under applicable Laws.
(c) Upon request by Goodyear and at Goodyear’s sole expense, SRI shall cause appropriate SRI Employees to cooperate with Goodyear and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information Representatives in the possession or under the control preparation of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a financial statements (i) Governmental Authority having jurisdiction over of NGY for the requesting Party or such member of its Groupfiscal years ended December 31, 2013 and December 31, 2014, and for the period from January 1, 2015 through and including the Closing Date, and (ii) nationally recognized statistical rating organizationof DGT for the period from January 1, 2015 through and including the Closing Date, in each case in accordance with GAAP.
(d) Upon request by SRI and at SRI’s sole expense, Goodyear shall cause appropriate Goodyear Employees to cooperate with SRI and its Representatives in the preparation of financial statements of (i) GDTNA for the fiscal years ended December 31, 2013 and December 31, 2014, and for the period from January 1, 2015 through and including the Closing Date, and (ii) of GDTE for the period from January 1, 2015 through and including the Closing Date, in each case in accordance with JGAAP.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement (Goodyear Tire & Rubber Co /Oh/)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Rayonier and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Rayonier Business, or any Rayonier Asset or Rayonier Liability, if Rayonier is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first SpinCo fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Rayonier Advanced Materials Inc.), Separation and Distribution Agreement (Rayonier Holding Co)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a member of its Group requests and, with respect to clause (including under applicable securitiesiii), insurance access to the facilities, systems, infrastructure and personnel of such Party or Tax Lawsits Group, in each case to the extent that (i) by a Governmental Authority having jurisdiction over such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party Party, or such member of its Groupto the Parent Business, or any Parent Asset or Parent Liability, if Parent is 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, in each case other than claims or allegations that one such information is required by the requesting 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 DocumentAncillary Agreement or (iii) such information is required by the requesting Party to comply with any laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations only to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of any Party or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Parent’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and its respective Group, agrees each Party shall use commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to SpinCo Group Employees and Former SpinCo Group Employees and other records reasonably required by SpinCo to enable SpinCo to properly carry out its obligations under this Agreement and the Employee Matters Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party shall permit the other Party reasonable access to its employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (RXO, Inc.), Separation and Distribution Agreement (Rxo, LLC)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of Genworth SYNNEX and the CompanyConcentrix, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates (A) to comply with reportingthe Concentrix Business, disclosureor any Concentrix Asset or Concentrix Liability, filing if Concentrix is the requesting Party, or other requirements imposed on (B) to the SYNNEX Business, or any SYNNEX Asset or SYNNEX Liability, if SYNNEX is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, howeverthat if the Party to whom the request has been made determines that, that in the event that any Party determines that reasonable good faith judgment of such Party, any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the Concentrix fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Concentrix Corp), Separation and Distribution Agreement (Concentrix Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth INSW and the CompanyOSG, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the other members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor from the other Party or its Group members, any Information (or a copy thereof) in the possession or under the control of such respective first Party or its Group which members to the requesting Party reasonably needs extent that (i) such Information relates to comply with reportingthe OSG Business, disclosureor any OSG Asset or OSG Liability, filing or other requirements imposed on the requesting Party or if a member of its the OSG Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over is the requesting Party Party, or such to the INSW Business, or any INSW Asset or INSW Liability, if a member of its Groupthe INSW Group is 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, in each case other than claims or allegations that one such Information is required by the requesting 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 DocumentAncillary Agreement or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first INSW fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Party’s Information in the possession or under the control of such respective Group which the requesting Party reasonably determines requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, quarterly and annual filings, proxy statements, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (International Seaways, Inc.), Separation and Distribution Agreement (International Seaways, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a member of its Group requests and, with respect to clause (including under applicable securitiesiii), insurance or Tax Laws) by a Governmental Authority having jurisdiction over access to the requesting facilities, systems, infrastructure and personnel of such Party or such member of its Group, (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 to the extent that one Party (i) such information relates to this Agreement has against the otherSpinCo Business, or (iii) subject any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the foregoing clause Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii), ) such information is required by the requesting Party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information provide such information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Groupit then exists, and (ii) nationally recognized statistical rating organizationin no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Consensus Cloud Solutions, Inc.), Separation and Distribution Agreement (Consensus Cloud Solutions, Inc.)
Agreement for Exchange of Information. ARCHIVES.
(a) Each of Genworth Parent and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Closing 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 party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (party, including under applicable securities, insurance securities or Tax Laws) tax laws by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement, any Ancillary Agreement or any Transaction DocumentLiability; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, or waive attorney work product protection or any attorney-client privilege or similar other 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 Date, each of Parent and the Company shall have access during regular business hours to the documents and objects of historic significance located in the other's records that relate to each party's respective business. Each of Genworth Parent and the Company may (i) obtain copies (but not originals) of documents for bona fide business purposes and (ii) may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the parties shall cause any such objects to be returned promptly in the same condition in which they were delivered, the parties 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 party providing the documents or objects. Nothing herein shall be deemed to restrict the access of any member of the Parent Group or the Company Group to any such documents or objects or to impose any liability on any member of the Parent Group or the Company Group if any such documents or objects are not maintained or preserved by the Parent or Company, on behalf as the case may be.
(c) After the date hereof, (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 itself the Parent Group to satisfy their respective reporting, accounting, audit and its respective Groupother obligations, agrees to and (ii) the Company shall provide, or cause to be provided, to the other GroupParent in such form as Parent shall request, at no charge to Parent, all financial and other data and information as Parent determines necessary or advisable in order to prepare Parent financial statements and reports or filings with any Governmental Authority.
(d) Parent's human resources department shall have access to the PeopleSoft Payroll System to review all history data for current and former Parent employees. Such access shall be continuously available until such time before as an adequate extract of the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in data is provided to Parent's human resources department. The specifications of the possession or under the control of such respective Group which the requesting Party reasonably determines extract are to be relevant to its relationship, communications or interaction determined by Parent's human resources department and will be coordinated with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, Company's and (ii) nationally recognized statistical rating organizationParent's information technology departments.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Anc Rental Corp), Separation and Distribution Agreement (Autonation Inc /Fl)
Agreement for Exchange of Information. (a) Each Except as otherwise provided in any Ancillary Agreement, each of Genworth New Worthington and the CompanyWorthington Steel, on behalf of itself and the members of its respective Group, agrees shall use commercially reasonable efforts to provideprovide or make available, or cause to be providedprovided or made available, to the other GroupParty, at any time before or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective either Party or any of the members of its Group which to the requesting Party reasonably needs extent that: (i) such Information relates to comply with reportingthe Worthington Steel Business or any Worthington Steel Asset or Worthington Steel Liability, disclosure, filing or other requirements imposed on if Worthington Steel is the requesting Party party, or a member of its Group (including under applicable securitiesto the New Worthington Business or any Worthington Asset or Worthington Liability, insurance or Tax Laws) by a Governmental Authority having jurisdiction over if New Worthington is the requesting Party or such member of its Group, 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, in each case other than claims or allegations that one Party to this Agreement has against such Information is required by the other, or (iii) subject to the foregoing clause (ii), requesting party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting party to comply with any obligation imposed by any Governmental Authority, applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the Securities and Exchange Commission or the New York Stock Exchange or any other regulatory or self-regulatory authority); provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive attorney work product protection or any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing Information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any provide such Information in the possession form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or under the control reformatting of any such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its GroupInformation, and (ii) nationally recognized statistical rating organizationnothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Worthington Steel, Inc.), Separation and Distribution Agreement (Worthington Steel, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a member of its Group requests and, with respect to clause (including under applicable securitiesiii), insurance access to the facilities, systems, infrastructure and personnel of such Party or Tax Lawsits Group, in each case to the extent that (i) by a Governmental Authority having jurisdiction over such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party Party, or such member of its Groupto the Parent Business, or any Parent Asset or Parent Liability, if Parent is 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, in each case other than claims or allegations that one such information is required by the requesting 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 DocumentAncillary Agreement or (iii) such information is required by the requesting Party to comply with any laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of any Party or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Parent’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and its respective Group, agrees each Party shall use commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to SpinCo Group Employees and Former SpinCo Group Employees and other records reasonably required by SpinCo to enable SpinCo to properly carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party shall permit the other Party reasonable access to its employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (GXO Logistics, Inc.), Separation and Distribution Agreement (GXO Logistics, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth SITC and the CompanyCURB, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which to the extent that (i) such information relates to the CURB Business, or any CURB Asset or CURB Liability, if CURB is the requesting Party, or to the SITC Business, or any SITC Asset or SITC Liability, if SITC is the requesting Party; (ii) such information is required by the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made reasonably determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Subject to any limitations imposed by applicable Law and to the extent it has not done so before the Effective Time, upon and at such intervals as requested by CURB, SITC shall transfer to CURB (or its designee member of Genworth the CURB Group) any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to employees or former employees of the CURB Group and other records reasonably required by CURB to enable CURB to properly carry out its obligations under this Agreement and the CompanyEmployee Matters Agreement. Subject to any limitation imposed by applicable Law, on behalf of itself and including privacy protection Laws or regulations, each Party shall permit the other Party reasonable access to its respective Group, agrees to provide, or cause to be providedemployee records, to the other Group, at any time before the Trigger Date, as soon as extent reasonably practicable after written request therefor, any Information in the possession or under the control of necessary for such respective Group which the requesting accessing Party reasonably determines to be relevant to carry out its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationobligations hereunder.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Curbline Properties Corp.), Separation and Distribution Agreement (Curbline Properties Corp.)
Agreement for Exchange of Information. (a) Each Subject to Section 7.6 and any other applicable confidentiality obligations, each of Genworth Post, BellRing LLC and the CompanyBellRing Inc., on behalf of itself themselves and its each member of their respective GroupGroups, as applicable, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to such other Party and the members of such other Party’s Group, as applicable, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any Information information (or a copy thereof) in the possession or under the control of such respective Group Party or its Group, as applicable, which the requesting Party reasonably needs requests to the extent that (i) such information relates to comply with reportingthe BellRing Business, disclosureor any BellRing Asset or BellRing Liability, filing if BellRing Inc. or other requirements imposed on BellRing LLC is the requesting Party, or to the Post Business, or any Post Asset or Post Liability, if Post is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, agreement or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing information pursuant to provide, or cause this Section 7.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information provide such information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Groupit then exists, and (ii) nationally recognized statistical rating organizationin no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 7.1 shall expand the obligations of a Party under Section 7.3.
Appears in 2 contracts
Samples: Master Transaction Agreement (Bellring Brands, Inc.), Master Transaction Agreement (Bellring Brands, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth Forest and the Company, on behalf of itself and its respective Group, Lone Pine agrees to provide, or cause to be provided, to the each 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 party that the requesting Party party reasonably needs needs: (i) to comply with reporting, disclosure, filing filing, or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities laws) by Law or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other regulatory, judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax subpoena, 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 DocumentSeparation Agreement, or (iv) in connection with its ongoing businesses as it relates to the conduct of such businesses, as the case may be; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilegePrivilege, 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) Each of Genworth After the Separation Date, notwithstanding the parties’ rights and obligations in Section 7.5(g) hereof, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the Companyextent necessary to enable the other party to satisfy its reporting, on behalf of itself accounting, audit, and its respective Groupother obligations in compliance with all applicable Law and stock exchange requirements, agrees to and (ii) each party shall provide, or cause to be provided, to the other Groupparty and the applicable members of its Group in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.
(c) Any Information owned by a party that is provided to a requesting party pursuant to this Section 7.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(d) To facilitate the possible exchange of Information pursuant to this Section 7.4 and other provisions of this Agreement after the Spin-Off Date, each party agrees to use reasonable best efforts to retain all Information in its respective possession or control substantially in accordance with its respective record retention policies as in effect on the Separation Date. However, except as set forth in the Tax Sharing Agreement, at any time before after the Trigger Spin-Off Date, as soon as reasonably practicable Lone Pine may amend its record retention policies at Lone Pine’s discretion; provided, however, that if Lone Pine desires to effect the amendment within three years after the Spin-Off Date, Lone Pine must give Forest 30 days prior written request therefornotice of such change in the policy. No party will destroy, or permit any member of its Group to destroy, any Information that exists on the Separation Date (other than Information that is permitted to be destroyed under the Forest record retention policy in effect as of the Separation Date or the Lone Pine record retention policy in effect as of the date hereof) without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.
(e) Each party will use its reasonable best efforts to ensure that Information provided to the other party hereunder is accurate and complete; provided, however, no party shall have any liability to any other party in the possession event that any Information exchanged or provided pursuant to this Section 7.4 is found to be inaccurate, in the absence of gross negligence or willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable best efforts by such party to comply with the provisions of Section 7.4(d).
(f) The rights and obligations granted under this Section 7.4 are subject to any specific limitations, qualifications, or additional provisions on the control sharing, exchange, or confidential treatment of Information set forth in this Agreement and any Separation Agreement.
(g) Each party shall, except in the case of a dispute subject to Article VI brought by one party against another party (which shall be governed by such discovery rules as may be applicable under Article VI or otherwise), use reasonable best efforts to make available to each other party, upon written request, the former, current, and future directors, officers, employees, other personnel, and agents of such respective Group party as witnesses and any books, records, or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel, and agents) or books, records, or other documents may reasonably be required by the other party in connection with any regulatory, judicial, or other proceeding in which the requesting Party reasonably determines party may from time to time be relevant involved, regardless of whether such regulatory, judicial, or other proceeding is a matter with respect to its relationshipwhich indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith, communications or interaction with a (iupon the presentation of witnesses therefor; provided, that witnesses shall be made available under this Section 7.4(g) Governmental Authority having jurisdiction over the requesting Party or such member without cost other than reimbursement of its Group, actual out-of-pocket expenses and (ii) nationally recognized statistical rating organizationreasonable attorneys’ fees and expenses incurred.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.), Separation and Distribution Agreement (Lone Pine Resources Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.10 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each other member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, at or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information specific and expressly identified information (or a copy thereof) in the possession or under the control of such respective Party or its Group (to the extent such information is not already in the possession or under the control of the requesting Party or its Group) which the requesting Party reasonably needs or its Group requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such information relates to comply with reportingthe operation of the SpinCo Business, disclosureor any SpinCo Asset, filing or other requirements imposed on SpinCo Liability, if SpinCo is the requesting Party Party, or a member of its Group (including under applicable securitiesto the Parent Business, insurance or Tax Laws) by a Governmental Authority having jurisdiction over any Parent Asset or Parent Liability, if Parent is the requesting Party or such member of its GroupParty, and in each case is needed for a reasonable, bona fide business purpose; (ii) for requests made within five (5) years following the Distribution Date, such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or Local Transfer Agreement; (iii) such information is for use by the requesting Party to comply with any obligation imposed by any Governmental Authority; (iv) such information is for use by the requesting Party in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claimsclaims defense, regulatoryregulatory filings, litigation, tax litigation or other similar requirements, in each case requirements (other than claims in connection with any Action or allegations that one Party threatened Action in which any member of a Group is adverse to this Agreement has against any member of the other, other Group); or (iiiv) in the case where Parent is the requesting Party, (x) such information is necessary or desirable for Parent’s consideration of the timing or manner in which it will affect any Disposition or (y) such information is necessary for Parent to complete its environmental inventory reporting obligations for the 2023 and 2024 calendar years consistent with past practice (including, for such purpose, permitting Parent to conduct environmental surveys and assessments of SpinCo Real Property, subject to Parent providing reasonable advance notice to SpinCo and such access being limited to normal business hours and Parent conducting such survey or assessment in a manner that is not materially disruptive to the foregoing clause (iibusiness and operations of the SpinCo Group), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that that, in the event that any the Party to whom the request has been made determines in good faith that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, result in the loss of confidentiality of confidential information, be inconsistent with data privacy obligations, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilegeprivilege and the attorney work product doctrine, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that the Parties agree that it shall not be deemed commercially detrimental to provide information regarding Trade Secrets licensed under Sections 2.1 and 2.2 of the Intellectual Property Cross License Agreement to the extent Trade Secrets are licensed under those sections. The Party providing information pursuant to this Section 6.2 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.2 shall expand the obligations of either Party under Section 6.5 or impose any information retention obligations in addition to those under Section 6.5. Where information is to be transferred by physical delivery at or after the Effective Time, the transferring Party shall procure that such information is available for collection at the location at which such information is being stored at that time, or as otherwise agreed between the Parties, such that there shall be no requirement on either Party to move transferring information from one location to another in order to effect the transfer.
(b) Each Without limiting the generality of Genworth and the Companyforegoing, on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws, in the case of each of clauses (i) and (ii) until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (3M Health Care Co)
Agreement for Exchange of Information. (a) Each of Genworth and At any time before, on or after the CompanyDistribution Time, (i) Lazard Group, on behalf of itself and its respective Groupeach Lazard Group Company, agrees to provide, or cause to be provided, to the other each of LAZ-MD and LFCM, (ii) LFCM, on behalf of each LFCM Company, agrees to provide, or cause to be provided, to each of LAZ-MD and Lazard Group, at any time before and (iii) LAZ-MD agrees to provide, or after the Closing Datecause to be provided, to each of LFCM and Lazard Group, in each case as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which Group, if applicable, that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, if applicable, violate any Law law or agreementagreement to which such Party or member of its Group, if applicable, is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, if applicable, the Parties shall take all reasonable measures to permit the compliance with such the obligations pursuant to this Section 6.1(a) in a manner that avoids any such harm or consequenceconsequence (including by entering into joint defense or similar arrangements); provided further that in the event, after taking all such reasonable measures, the Party subject to such law or agreement is unable to provide any Information without violating such law or agreement, such Party shall not be obligated to provide such Information to the extent it would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. Each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder.
(b) Each of Genworth and Notwithstanding anything to the Companycontrary in Section 6.1(a), on behalf of itself and its respective Groupafter the Distribution Time, agrees to LFCM shall provide, or cause to be provided, to the other Lazard Group in such form as Lazard Group shall request, at no charge to Lazard Group, at all financial and other data and Information as Lazard Group determines necessary or advisable in order to prepare Lazard Group’s and other Lazard Group Companies’ financial statements or any time before the Trigger Date, as soon as reasonably practicable after written request therefor, other reports or filings of Lazard Group Companies with any Information in the possession or under the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 2 contracts
Samples: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Realty Income and the CompanyOrion, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateDistribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such Information relates to comply with reportingthe Transferred Business, disclosureor any Transferred Asset or Assumed Liability, filing if Orion is the requesting Party, or other requirements imposed on to the Excluded Business, or any Excluded Asset or Excluded Liability, if Realty Income is the requesting Party; (ii) such Information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, could violate any Law or agreement, agreement or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client privilege or similar privilegethe work product doctrine, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first fiscal year-end of Orion occurring after the Distribution Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Party’s Information in the possession or under the control of such respective Group which the requesting Party reasonably determines requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Realty Income Corp), Separation and Distribution Agreement (Orion Office REIT Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 7.10 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse reasonable best efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateSeparation Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession possession, custody or under the control of such respective Party or its Group which the requesting Party reasonably needs Party’s legal department requests (i) to comply with reportingincluding any SpinCo Books and Records or Parent Books and Records, disclosureas applicable, filing or other requirements imposed and any information held by a third-party on the requesting Party such Party’s or a member of its Group Group’s behalf) to the extent that (including under applicable securitiesi) such information relates to the SpinCo Business, insurance or Tax Laws) by a Governmental Authority having jurisdiction over any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party (including, for the avoidance of doubt, such information the requesting Party reasonably believes is relevant to the requesting Party’s claim or such member defense in ongoing or anticipated litigation or other legal proceeding and would be proportional to the needs of its Group, the matter); (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 such information is required by the requesting 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 DocumentAncillary Agreement; (iii) such information is required by the requesting Party to comply with any obligation, audit, inspection, inquiry, or request from any Governmental Authority; or (iv) such information is required by the requesting Party to comply with any obligation imposed by a court order or any other compulsory legal process; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence (including by way of redaction). The Party providing information pursuant to this Section 7.1 shall only be obligated to provide such information in the form, condition and format in which it then exists; provided, however, that in the event (x) it is reasonably necessary for the purpose the requesting Party needs such information that any such information be in a form, condition or format different from which it then exists and (y) the requesting Party determines is unable to modify the form, condition or format of such information without incurring costs and expenses materially in excess of the costs and expenses that any would be incurred if the Party providing such provision information were to modify the form, condition or format of Information could be such information, then the Party providing such information will use commercially detrimentalreasonable efforts at the requesting Party’s sole cost and expense to provide such information in a form, violate any Law or agreementcondition and format requested by the requesting Party, consistent with the requesting Party’s need for the information, including the requesting Party’s legal obligation to retain, produce, or waive attorney work product protection provide the information in a particular form, condition or format. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any attorney-client member of such Party’s Group concerning health, safety, conduct and security that are made known or similar 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) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, provided to the other Group, at any accessing Party from time before the Trigger Date, as to time. As soon as reasonably practicable after written request thereforthe Separation Time, Parent and SpinCo shall agree to a plan with respect to the maintenance and transfer of data that constitutes SpinCo Books and Records and discuss and negotiate such plan in good faith, including whether to further catalog or inventory any Information in data sources that may contain entangled data of both the possession SpinCo Group and Parent Group or under transfer any such material to the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting other Party or such member of its Group. Each Party may retain copies of information delivered to the other hereunder, and (ii) nationally recognized statistical rating organizationsubject to holding such information in confidence in accordance with this Agreement.
Appears in 2 contracts
Samples: Master Separation Agreement (Bausch Health Companies Inc.), Master Separation Agreement (Bausch & Lomb Corp)
Agreement for Exchange of Information. (a) Each of Genworth CenterPoint and the Company, on behalf of itself and its respective Group, Genco agrees to provide, or cause to be provided, to the each 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 party that the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other judicialRegulatory Proceeding, regulatory, administrative, tax judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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 DocumentAncillary Agreement or (iv) in connection with the ongoing businesses of CenterPoint or Genco as it relates to the conduct of such businesses, as the case may be; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, or waive attorney work product protection or any attorney-client or similar 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.
(ba) Each of Genworth After the Genco Distribution Date, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the Companyextent necessary to enable the other party to satisfy its reporting, on behalf of itself accounting, audit and its respective Groupother obligations, agrees to and (ii) each party shall provide, or cause to be provided, to the other Groupparty and its Subsidiaries in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.
(b) Any Information owned by a party that is provided to a requesting party pursuant to this Section 8.2 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(c) To facilitate the exchange of Information pursuant to this Section 8.2 and other provisions of this Agreement after the Genco Distribution Date, each party agrees to use its reasonable commercial efforts to retain all Information in its respective possession or control on the Genco Distribution Date substantially in accordance with its policies as in effect on the date hereof. Genco shall not amend its or its Subsidiaries' record retention policies prior to the Genco Distribution Date without the consent of CenterPoint. However, except as set forth in the Genco Tax Allocation Agreement, at any time before after the Trigger Genco Distribution Date, as soon as reasonably practicable each party may amend its respective record retention policies at its discretion; provided, however, that if a party desires to effect the amendment within three years after the Genco Distribution Date, the amending party must give 30 days' prior written request therefornotice of such change in the policy to the other party to this Agreement. No party will destroy, or permit any of its Subsidiaries to destroy, any Information that existed on the Genco Separation Date (other than Information that is permitted to be destroyed under the current record retention policy of such party) without first using its reasonable commercial efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.
(d) No party shall have any liability to any other party in the possession event that any Information exchanged or provided pursuant to this Section 8.2 is found to be inaccurate, in the absence of willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable commercial efforts by such party to comply with the provisions of Section 8.2(c).
(e) The rights and obligations granted under this Section 8.2 are subject to any specific limitations, qualifications or additional provisions on the control sharing, exchange or confidential treatment of Information set forth in this Agreement and any Ancillary Agreement.
(f) Each party hereto shall, except in the case of a dispute subject to this Article VIII brought by one party against another party (which shall be governed by the discovery rules that may be applicable under Article VII or otherwise), use its reasonable commercial efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such respective Group party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Regulatory Proceeding, judicial proceeding or other proceeding in which the requesting Party reasonably determines party may from time to time be involved, regardless of whether such Regulatory Proceeding, judicial proceeding or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith.
(g) To the extent Genco or a member of the Genco Group is deemed or determined by the PUCT by final order no longer subject to rehearing by the PUCT to be relevant an "affiliate" or a "competitive affiliate" of CenterPoint, Genco and CenterPoint shall observe any applicable requirements of the Utilities Code, PUCT rules and the CenterPoint code of conduct and shall require their respective personnel and contractor personnel to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such observe that code of conduct. No member of its Groupthe CenterPoint Group or the Genco Group shall directly or indirectly make application or request to the PUCT to make such a finding or determination, and (ii) nationally recognized statistical rating organizationnor will any member of the CenterPoint Group or the Genco Group directly or indirectly take a position in support of such a finding or determination.
Appears in 2 contracts
Samples: Separation Agreement (Centerpoint Energy Inc), Separation Agreement (Texas Genco Holdings Inc)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth SPG and the CompanyWPG, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates to comply with reportingthe WPG Business, disclosureor any WPG Asset or WPG Liability, filing if WPG is the requesting Party, or other requirements imposed on to the SPG Business, or any SPG Asset or SPG Liability, if SPG is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first WPG fiscal year-end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Washington Prime Group Inc.), Separation and Distribution Agreement (Washington Prime Group Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 7.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyBIG Token, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateSeparation Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs Party’s legal department requests to the extent that (i) such information relates to comply with reportingthe BIG Token Business, disclosureor any BIG Token Asset or BIG Token Liability, filing if the Company or other requirements imposed on BIG Token is the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing information pursuant to provide, or cause this Section 7.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information provide such information in the possession or under the control of such respective Group form, condition and format in which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Groupit then exists, and (ii) nationally recognized statistical rating organizationin no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 7.1 shall expand the obligations of a Party under Section 7.4.
Appears in 1 contract
Samples: Master Separation Agreement (Force Protection Video Equipment Corp.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.10 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such Information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such Information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimentaldetrimental to the Party providing the Information, violate any applicable Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Equitrans Midstream Corp)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth IAC and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateMandatory Exchange Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the IAC Business, or any IAC Asset or IAC Liability, if IAC is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Reclassification Date occurs (and the Companyfor a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for such fiscal year), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation Agreement (Vimeo, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth Forest and the Company, on behalf of itself and its respective Group, Lone Pine agrees to provide, or cause to be provided, to the each 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 party that the requesting Party party reasonably needs needs: (i) to comply with reporting, disclosure, filing filing, or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities laws) by Law or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other regulatory, judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax subpoena, 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 DocumentSeparation Agreement, or (iv) in connection with its ongoing businesses as it relates to the conduct of such businesses, as the case may be; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilegePrivilege, 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) Each of Genworth After the Separation Date, notwithstanding the parties’ rights and obligations in Section 7.5 hereof, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the Companyextent necessary to enable the other party to satisfy its reporting, on behalf of itself accounting, audit, and its respective Groupother obligations in compliance with all applicable Law and stock exchange requirements, agrees to and (ii) each party shall provide, or cause to be provided, to the other Groupparty and the applicable members of its Group in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.
(c) Any Information owned by a party that is provided to a requesting party pursuant to this Section 7.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(d) To facilitate the possible exchange of Information pursuant to this Section 7.4 and other provisions of this Agreement after the Spin-Off Date, each party agrees to use reasonable best efforts to retain all Information in its respective possession or control substantially in accordance with its respective record retention policies as in effect on the Separation Date. However, except as set forth in the Tax Sharing Agreement, at any time before after the Trigger Spin-Off Date, as soon as reasonably practicable Lone Pine may amend its record retention policies at Lone Pine’s discretion; provided, however, that if Lone Pine desires to effect the amendment within three years after the Spin-Off Date, Lone Pine must give Forest 30 days prior written request therefornotice of such change in the policy. No party will destroy, or permit any member of its Group to destroy, any Information that exists on the Separation Date (other than Information that is permitted to be destroyed under the Forest record retention policy in effect as of the Separation Date or the Lone Pine record retention policy in effect as of the date hereof) without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.
(e) Each party will use its reasonable best efforts to ensure that Information provided to the other party hereunder is accurate and complete; provided, however, no party shall have any liability to any other party in the possession event that any Information exchanged or provided pursuant to this Section 7.4 is found to be inaccurate, in the absence of gross negligence or willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable best efforts by such party to comply with the provisions of Section 7.4(d).
(f) The rights and obligations granted under this Section 7.4 are subject to any specific limitations, qualifications, or additional provisions on the control sharing, exchange, or confidential treatment of Information set forth in this Agreement and any Separation Agreement.
(g) Each party shall, except in the case of a dispute subject to Article VI brought by one party against another party (which shall be governed by such discovery rules as may be applicable under Article VI or otherwise), use reasonable best efforts to make available to each other party, upon written request, the former, current, and future directors, officers, employees, other personnel, and agents of such respective Group party as witnesses and any books, records, or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel, and agents) or books, records, or other documents may reasonably be required by the other party in connection with any regulatory, judicial, or other proceeding in which the requesting Party reasonably determines party may from time to time be relevant involved, regardless of whether such regulatory, judicial, or other proceeding is a matter with respect to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organization.which indemnification may be sought
Appears in 1 contract
Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.)
Agreement for Exchange of Information. Subject to the Confidential Disclosure Agreement (asubstantially in the form attached hereto as EXHIBIT G) Each and subject to providing the contemplated information only to those persons who require such information in the course of Genworth their duties, each of Allegheny and Supply Holdco (each a "party" for the Company, on behalf purposes of itself and its respective Group, agrees this Section 6.3) agree to provide, or cause to be provided, to the other Groupeach other, at any time before or after the Closing Separation Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which party that the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) party by a Governmental Regulatory Authority having jurisdiction over the requesting Party party or such member of its Groupotherwise required by law, (ii) for use in any other judicialRegulatory Proceeding, regulatory, administrative, tax judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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 DocumentAncillary Agreement or (iv) in connection with the ongoing businesses of Allegheny or Supply Holdco as it relates to the conduct of such businesses up to and until the date specified in Article 4 of the Transitional Services Agreement (substantially in the form attached hereto as EXHIBIT F), as the case may be; providedPROVIDED, howeverHOWEVER, that in the event that any Party either party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, or waive attorney work product protection or any attorney-client or similar 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) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Master Separation and Distribution Agreement (Allegheny Energy Inc)
Agreement for Exchange of Information. (a) Each Subject to Section 6.10, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of Genworth their respective Groups, each of Parent and the CompanySpinCo, on behalf of itself and each other member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the other members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or any other member of such Party’s Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a other member of its such Party’s Group to the extent that (including under applicable securitiesi) such information relates to the SpinCo Business, insurance or Tax Lawsany SpinCo Asset or SpinCo Liability, if SpinCo or any other member of the SpinCo Group is the requesting Party, or to the RemainCo Business, or any RemainCo Asset or RemainCo Liability, if Parent or any other member of the RemainCo Group is the requesting Party; (ii) such information is required by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement, any Ancillary Agreement or the Investment Agreement; or (iii) such information is required by the requesting Party or any Transaction Documentother member of such Party’s Group to comply with any obligation imposed by any Governmental Authority; provided, however, that in that, if the event that any Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to it or any other member of its Group, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all will use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. Any Party providing information pursuant to this Section 6.1 will only be obligated to provide such information in the form, condition and format in which it then exists, and in no event will such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 will expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth Section 6.1(a), until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party will use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and any management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting required by applicable Law; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Sunpower Corp)
Agreement for Exchange of Information. (a) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees Subject to provide, or cause to be provided, to the other GroupSection 11.1(b), at any time before or all times from and after the Closing DateDistribution Date for a period of six years, as soon as reasonably practicable after written request thereforrequest: (
i) Xxxx Xxx shall afford to the CoffeeCo Parties and their authorized accountants, any counsel and other designated representatives reasonable access during normal business hours to, or, at CoffeeCo’s expense, provide copies of, all records, books, Contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Xxxx Xxx immediately following the Distribution Date that relates to the CoffeeCo Parties, the CoffeeCo Business or the employees or former employees of the CoffeeCo Business; and (ii) the CoffeeCo Parties shall afford to the Xxxx Xxx Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Xxxx Xxx’x expense, provide copies of, all Information in the possession or under the control of such respective Group which the requesting Party reasonably needs (i) CoffeeCo Parties immediately following the Distribution Date that relates to comply with reportingXxxx Xxx, disclosure, filing the Xxxx Xxx Business or other requirements imposed on the requesting Party employees or a member former employees of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentXxxx Xxx Business; provided, however, that in the event that any Party either Xxxx Xxx or CoffeeCo determines that any such provision of or access to Information could would be commercially detrimentaldetrimental in any material respect, violate any Law or agreementlaw, including competition law, or agreement or waive attorney work product protection or any attorney-client privilege, the work product doctrine or similar other applicable 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) Each of Genworth and the CompanyAny Party may request Information under Section 11.1(a) or Section 11.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger 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 determines to be relevant to or any of its relationship, communications Affiliates (including under applicable securities or interaction with Tax laws) by a (i) Governmental Authority having jurisdiction over the such requesting Party or such member of its Group, and Affiliate thereof; (ii) nationally recognized statistical rating organizationfor use in any other judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax or other similar requirements (other than in connection with any action, suit or proceeding in which any Xxxx Xxx Party is adverse to any CoffeeCo Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full CoffeeCo fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other Parties’ auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
(d) If after the Distribution Date any Party discovers any error or mistake in its financial statements, which error, if corrected prior to the Distribution Date, would have resulted in changes to the discovering Party’s financial statements (or would reasonably be anticipated to have resulted in changes to any other Party’s financial statements), then the discovering Party shall promptly notify the other Parties in writing, which writing shall set forth in reasonable detail, the nature of any such error and the Parties shall make such accounting adjustments to their respective financial statements as each determines, in its sole discretion, are required under the accounting standards applicable to such Party; provided, however, except as otherwise provided in this Agreement, no Party shall be required to pay any cash or other consideration to any other Party as a result of any such error.
Appears in 1 contract
Samples: Master Separation Agreement (D.E Master Blenders 1753 B.V.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySysorex, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs requests to the extent that (i) such information relates to comply with reportingthe Sysorex Business, disclosureor any Sysorex Asset or Sysorex Liability, filing if Sysorex is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until December 31, 2018 which is the end of Sysorex’s 2018 fiscal year (and the Companyfor a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for such fiscal year), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Except as otherwise provided in any Ancillary Agreement, each of Genworth New Worthington and the CompanyWorthington Steel, on behalf of itself and the members of its respective Group, agrees shall use commercially reasonable efforts to provideprovide or make available, or cause to be providedprovided or made available, to the other GroupParty, at any time before or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective either Party or any of the members of its Group which to the requesting Party reasonably needs extent that: (i) such Information relates to comply with reportingthe Worthington Steel Business or any Worthington Steel Asset or Worthington Steel Liability, disclosure, filing or other requirements imposed on if Worthington Steel is the requesting Party party, or a member of its Group (including under applicable securitiesto the New Worthington Business or any New Worthington Asset or New Worthington Liability, insurance or Tax Laws) by a Governmental Authority having jurisdiction over if New Worthington is the requesting Party or such member of its Group, 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, in each case other than claims or allegations that one Party to this Agreement has against such Information is required by the other, or (iii) subject to the foregoing clause (ii), requesting party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting party to comply with any obligation imposed by any Governmental Authority, applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the Securities and Exchange Commission or the New York Stock Exchange or any other regulatory or self-regulatory authority); provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive attorney work product protection or any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing Information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any provide such Information in the possession form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or under the control reformatting of any such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its GroupInformation, and (ii) nationally recognized statistical rating organizationnothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Worthington Enterprises, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth Parent and the CompanyXxxxx Xxxxxxx, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other GroupParty, at any time before before, on or after the Closing Distribution Date, as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (ii) for use in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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 DocumentAncillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, violate any Law law or agreementagreement to which such Party or member of its Group is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, the Parties shall take all reasonable measures to permit the compliance with such the obligations pursuant to this Section 6.1(a) in a manner that avoids any such harm or consequence. Parent and Xxxxx Xxxxxxx intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.
(b) Each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of Genworth and any Information provided hereunder.
(c) Notwithstanding anything to the Companycontrary in Section 6.1(a), on behalf of itself and its respective Groupafter the Distribution Date, agrees to Xxxxx Xxxxxxx shall provide, or cause to be provided, to the other GroupParent in such form as Parent shall request, at no charge to Parent, all financial and other data and Information as Parent determines necessary or advisable in order to prepare Parent's financial statements and reports or filings with any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Piper Jaffray Companies)
Agreement for Exchange of Information. (a) Each of Genworth Subject to Section 5.9 and the Companyany other applicable confidentiality obligations, each Party, on behalf of itself and each member of its respective Group, Group (as applicable) agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to any other Party and the members of such other Group, Party’s Group (as applicable) at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group (as applicable) which the requesting Party or its Group (as applicable) has reasonably needs requested to the extent that (i) such information relates to comply with reportingthe Exploration Properties, disclosureor any Transferred Asset or Assumed Liability, filing if CORE Minerals or other requirements imposed on CORE is the requesting Party, or to the Retained Properties, or any Retained Asset or Retained Liability, if the Company is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any Transaction Documentobligation imposed by any Governmental Entity; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimental, violate any Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 5.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 5.1 shall expand the obligations of a Party under Section 5.4.
(b) Each Without limiting the generality of Genworth the foregoing,
(i) for a period of two years following the Effective Time and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, the Company and each other member of the Company Group shall, and shall cause its respective Representatives to, permit CORE Minerals, CORE and their respective Representatives to access and remove all information, including drill core and pulp samples (the “Stored Information”) located at Tok Core Facility on land leased from Young’s Timber Inc. (the “Tok Facility”), that relates solely to the Exploration Properties, or any Transferred Asset or Assumed Liability. For the avoidance of doubt, the Parties acknowledge that (A) the Stored Information in shall, at all times following the possession Effective Time constitute Transferred Assets contemplated by Section 2.2(b)(viii), (B) no member of the Company Group shall have any responsibility or under liability for any loss of or damage to any Stored Information, and (C) CORE Minerals or CORE shall remove all Stored Information from the control Tok Facility upon the earlier of (x) the two-year anniversary of the Effective Time, (y) such time that the Company reasonably determines that there is no longer adequate available space to store the Stored Information at the Tok Facility, and (z) such time that the Company determines to no longer lease the Tok Facility (provided that the Company shall provide CORE Minerals at least 90 days’ notice of such respective Group decision); and
(ii) until the first fiscal year end of CORE occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the requesting Effective Time occurs), each Party reasonably determines shall use its commercially reasonable efforts to be relevant cooperate with the other Party’s information requests to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws; provided, however, that Royal Gold’s only obligations under this Section 5.1(b) shall be the following: Royal Gold shall use its commercially reasonable efforts to cooperate with reasonable information requests by CORE or the auditor selected by CORE relating to periods prior to the Royal Purchase Agreement Closing by (i) responding to such reasonable information requests, (ii) providing access to employees and other representatives on a mutually convenient basis in a manner such as to not unreasonably interfere with the normal operation of Royal Gold’s business, (iii) providing, at CORE’s request, reasonable access to available historical information relating to the Transferred Assets or Assumed Liabilities, and (iv) providing all work papers or similar records under Royal Gold’s control reasonably requested by CORE or the auditor chosen by CORE to prepare financial statements, in each case, to the extent reasonably required in connection with the preparation of audited financial statements relating to the Transferred Assets or Assumed Liabilities (it being understood that CORE is responsible for the preparation of such financial statements, including any adjustments relating to any actions to be taken on or after the Effective Time). In the event that Royal Gold incurs Third Party expenses in order to provide assistance in accordance with this Section 5.1, CORE shall promptly either reimburse Royal Gold or pay such out-of-pocket expenses directly on Royal Gold’s behalf.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Contango ORE, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.08, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of Genworth Xxxxxxx and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable during normal business hours after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates (A) to the NP Business, or any NP Asset or NP Liability, if a member of the SpinCo Group is the requesting party, or (B) to the Xxxxxxx Business, or any Xxxxxxx Asset or Xxxxxxx Liability, if Xxxxxxx is the requesting party; (ii) such information is required to administer (A) the Delayed NP Assets or Delayed NP Liabilities, if a member of the Xxxxxxx Group is the requesting party; (iii) such information is required by the requesting party to comply with its obligations under this Agreement, any Ancillary Agreement or any other Contract in effect as of the Effective Time; or (iv) such information is required by the requesting party to comply with (A) any reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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, party or (iiiB) subject to the foregoing clause (ii), to comply with its obligations under this Agreement any request made or obligation imposed by any Transaction DocumentGovernmental Authority; provided, howeverthat if the party to whom the request has been made determines that, that in the event that any Party determines that reasonable good faith judgment of such party, any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilege, then the Parties shall, and shall take all cause their respective Groups to, use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. Notwithstanding the foregoing, this Section 6.01 shall not require the Party to whom the request has been made to provide such information if such Party determines that doing so would, in the reasonable good faith judgment of such Party, reasonably be expected to result in any violation of any Law or agreement or waive any privilege available under applicable Law, including any attorney-client privilege; provided, that the Parties shall use commercially reasonable efforts to cooperate in seeking to find a way to permit compliance with such obligations to the extent and in a manner that avoids such consequence. The Party providing information pursuant to this Section 6.01 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.01 shall expand the obligations of a Party under Section 6.04.
(b) Each Without limiting the generality of Genworth the foregoing, until the first SpinCo fiscal year end during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of itself its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its respective Groupinternal control over financial reporting in accordance with Items 307 and 308, agrees respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to providetimely complete their review of the quarterly financial statements and audit of the annual financial statements, or cause to be providedincluding, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other Groupapplicable Laws.
(c) Without limiting the generality of the foregoing, each Party shall deliver to the other Party a reasonably complete draft (to the extent practicable) of (i) its first quarterly report on Form 10-Q to be filed with the SEC that includes its respective financial statements, (ii) its first annual report on Form 10-K to be filed with the SEC that includes its respective annual financial statements in the form expected to be covered by the audit report of such Party’s independent auditor and (iii) the proxy materials to be filed with the SEC in respect of such Party’s first annual meeting of shareholders following the Distribution Date (the documents described in clauses (i), (ii) and (iii), the “Financial Reporting and Proxy Materials”) at least fifteen (15) days prior to the expected date of filing and to deliver to the other Party any time before supplements, amendments or significant revisions following such delivery. Each Party shall notify the Trigger Date, other Party as soon as reasonably practicable after written request therefor, it becomes aware of any Information in material accounting differences between its Financial Reporting and Proxy Materials and the possession other Party’s Financial Reporting and Proxy Materials with respect to transactions or under activities conducted prior to or at the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its GroupEffective Time, and (ii) nationally recognized statistical rating organizationthe Parties shall subsequently confer and use commercially reasonable efforts to consult with each other in good faith and resolve such differences prior to the filing of the applicable Financial Reporting and Proxy Materials.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, at or after the Closing DateEffective Time, during normal business hours as soon as reasonably practicable after reasonable advance written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is reasonably required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any counsel to the Party to whom the request has been made reasonably determines that any such provision of Information could be commercially detrimental, information would violate any applicable Law or agreementContract to which a member of the providing Party’s Group is a party or, subject to Section 6.8, cause a risk of loss or waive attorney work product waiver of the protection or of any privilege available under applicable Law, including any attorney-client or similar privilege, then in such instances the providing Party shall inform the requesting Party of the general nature of the information being withheld and the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids such consequence; provided, that in the event the consent of a third party is required for the disclosure of any such harm information, no Party shall be obligated to pay any consideration (or consequenceotherwise incur any Liability or obligation) therefor to any third party from whom any such consent is sought unless such Party is fully reimbursed or otherwise made whole by the requesting Party. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member (to the extent applicable) to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Securities Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Bluerock Homes Trust, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyGrafiti, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs requests to the extent that (i) such information relates to comply with reportingthe Grafiti Business, disclosureor any Grafiti Asset or Grafiti Liability, filing if Grafiti is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority or under any securities exchange or marketplace rule; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until December 31, 2023 which is the end of Grafiti’s 2023 fiscal year (and the Companyfor a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for such fiscal year), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Subject to Section 5.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyStudioCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession possession, custody or under the control of such respective Party or its Group which the requesting Party reasonably needs Party’s legal department requests (i) to comply with reportingincluding any StudioCo Books and Records or Parent Books and Records, disclosureas applicable, filing or other requirements imposed and any information held by a third-party on the requesting Party such Party’s or a member of its Group Group’s behalf) to the extent that (including under applicable securitiesi) such information relates to the Studio Business, insurance or Tax Laws) by a Governmental Authority having jurisdiction over any StudioCo Asset or StudioCo Liability, if StudioCo is the requesting Party, or to the Starz Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party (including, for the avoidance of doubt, such information the requesting Party reasonably believes is relevant to the requesting Party’s claim or such member defense in ongoing or anticipated litigation or other legal proceeding and would be proportional to the needs of its Group, the matter); (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 such information is required by the requesting 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 DocumentAncillary Agreement; (iii) such information is required by the requesting Party to comply with any obligation, audit, inspection, inquiry, or request from any Governmental Authority; or (iv) such information is required by the requesting Party to comply with any obligation imposed by a court order or any other compulsory legal process; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
consequence (b) Each including by way of Genworth redaction). The Party providing information pursuant to this Section 5.1 shall only be obligated to provide such information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 5.1 shall expand the Companyobligations of either Party under Section 5.4. Without limiting the generality of the foregoing, on behalf until the end of itself StudioCo’s fiscal year during which the Effective Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Effective Date occurs), each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, at or after the Closing DateEffective Time, during normal business hours as soon as reasonably practicable after reasonable advance written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe SpinCo Business, disclosureor any SpinCo Asset or SpinCo Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is reasonably required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any counsel to the Party to whom the request has been made reasonably determines that any such provision of Information could be commercially detrimental, information would violate any applicable Law or agreementContract to which a member of the providing Party’s Group is a party or, subject to Section 6.8, cause a risk of loss or waive attorney work product waiver of the protection or of any privilege available under applicable Law, including any attorney-client or similar privilege, then in such instances the providing Party shall inform the requesting Party of the general nature of the information being withheld and the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids such consequence; provided, that in the event the consent of a third party is required for the disclosure of any such harm information, no Party shall be obligated to pay any consideration (or consequenceotherwise incur any Liability or obligation) therefor to any third party from whom any such consent is sought unless such Party is fully reimbursed or otherwise made whole by the requesting Party. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member (to the extent applicable) to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Securities Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Bluerock Homes Trust, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group to the extent that (i) such information relates to comply with reportingthe Transferred Business, disclosureor any Transferred Asset or Assumed Liability, filing if SpinCo is the requesting Party, or other requirements imposed on to the Retained Business, or any Retained Asset or Retained Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimental, violate any Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the first SpinCo fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Atlas Energy, L.P.)
Agreement for Exchange of Information. (a) Each of Genworth Parent and the Company, on behalf of itself and its respective Group, Enova agrees to provide, or cause to be provided, to the each 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 party that the requesting Party party reasonably needs needs: (i) to comply with reporting, disclosure, filing filing, or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities laws) by Law or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other regulatory, judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax subpoena, 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 DocumentAgreement, or (iv) in connection with its ongoing businesses as it relates to the conduct of such businesses, as the case may be; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilegePrivilege, 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) Each of Genworth After the Effective Date, notwithstanding the parties’ rights and obligations in Sections 6.5(c) and (e) hereof and subject to the CompanyTransition Services Agreement, on behalf of itself (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its respective Groupbusiness to the extent necessary to enable the other party to satisfy its tax, agrees to reporting, accounting, audit, and other obligations in compliance with all applicable Law and stock exchange requirements, and (ii) each party shall provide, or cause to be provided, to the other Groupparty and the applicable members of its Group in such form as such requesting party shall reasonably request, at no charge to the requesting party, all financial and other data and information as the requesting party reasonably determines to be necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.
(c) Any Information owned by a party that is provided to a requesting party pursuant to this Section 6.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(d) To facilitate the possible exchange of Information pursuant to this Section 6.4 and other provisions of this Agreement after the Effective Date, each party agrees to use reasonable best efforts to retain all Information in its respective possession or control substantially in accordance with its respective record retention policies as in effect on the Effective Date. However, except as set forth in the Tax Sharing Agreement, at any time before after the Trigger Effective Date, as soon as reasonably practicable Enova may amend its record retention policies at Enova’s discretion; provided, however, that if Enova desires to effect the amendment within three years after the Effective Date, Enova must give Parent 30 days prior written request therefornotice of such change in the policy. No party will destroy, or permit any member of its Group to destroy, any Information that exists on the Effective Date (other than Information that is permitted to be destroyed under the Parent record retention policy in effect as of the Effective Date or the Enova record retention policy in effect as of the date hereof) without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.
(e) Each party will use its reasonable best efforts to ensure that Information provided to the other party hereunder is accurate and complete; provided, however, no party shall have any liability to any other party in the possession event that any Information exchanged or provided pursuant to this Section 6.4 is found to be inaccurate, in the absence of gross negligence or willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable best efforts by such party to comply with the provisions of Section 6.4(d).
(f) The rights and obligations granted under this Section 6.4 are subject to any specific limitations, qualifications, or additional provisions on the control sharing, exchange, or confidential treatment of Information set forth in this Agreement and any Transaction Agreement.
(g) Each party shall, except in the case of a Dispute subject to Article V brought by one party against another party (which shall be governed by such discovery rules as may be applicable under Article V or otherwise), use reasonable best efforts to make available to each other party, upon written request, the former, current, and future directors, officers, employees, other personnel, and agents of such respective Group party as witnesses and any books, records, or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel, and agents) or books, records, or other documents may reasonably be required by the other party in connection with any regulatory, judicial, legal, administrative or other proceeding in which the requesting Party reasonably determines party may from time to time be relevant involved, regardless of whether such regulatory, judicial, legal, administrative or other proceeding is a matter with respect to its relationshipwhich indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith, communications or interaction with a (iupon the presentation of witnesses therefor; provided, that witnesses shall be made available under this Section 6.4(g) Governmental Authority having jurisdiction over the requesting Party or such member without cost other than reimbursement of its Group, actual out-of-pocket expenses and (ii) nationally recognized statistical rating organizationreasonable attorneys’ fees and expenses incurred.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a member of its Group requests and, with respect to clause (including under applicable securitiesiii), insurance access to the facilities, systems, infrastructure and personnel of such Party or Tax Lawsits Group, in each case to the extent that (i) by a Governmental Authority having jurisdiction over such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party Party, or such member of its Groupto the Parent Business, or any Parent Asset or Parent Liability, if Parent is 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, in each case other than claims or allegations that one such information is required by the requesting 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 DocumentAncillary Agreement, (iii) such information is required by the requesting Party to comply with any laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 or (iv) such information is required in connection with Parent’s consideration of the timing in which it will effect the Subsequent Disposition; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations only to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of any Party or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Parent’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and its respective Group, agrees each Party shall use commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to SpinCo Group Employees and Former SpinCo Group Employees and other records reasonably required by SpinCo to enable SpinCo to properly carry out its obligations under this Agreement and the Employee Matters Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party shall permit the other Party reasonable access to its employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each of Genworth and At any time before, on or after the CompanyDistribution Time, (i) Lazard Group, on behalf of itself and its respective Groupeach Lazard Group Company, agrees to provide, or cause to be provided, to the other each of LAZ-MD and LFCM, (ii) LFCM, on behalf of each LFCM Company, agrees to provide, or cause to be provided, to each of LAZ-MD and Lazard Group, at any time before and (iii) LAZ-MD agrees to provide, or after the Closing Datecause to be provided, to each of LFCM and Lazard Group, in each case as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of such respective Group which Group, if applicable, that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its GroupParty, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimentaldetrimental to such Party or any member of its Group, if applicable, violate any Law law or agreementagreement to which such Party or member of its Group, if applicable, is a party, or waive attorney work product protection or any attorney-client privilege applicable to such Party or similar privilegemember of its Group, if applicable, the Parties shall take all reasonable measures to permit the compliance with such the obligations pursuant to this Section 6.1(a) in a manner that avoids any such harm or consequenceconsequence (including by entering into joint defense or similar arrangements); provided, further, that in the event, after taking all such reasonable measures, the Party subject to such law or agreement is unable to provide any Information without violating such law or agreement, such Party shall not be obligated to provide such Information to the extent it would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. Each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder.
(b) Each of Genworth and Notwithstanding anything to the Companycontrary in Section 6.1(a), on behalf of itself and its respective Groupafter the Distribution Time, agrees to LFCM shall provide, or cause to be provided, to the other Lazard Group in such form as Lazard Group shall request, at no charge to Lazard Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any all financial and other data and Information in the possession or under the control of such respective LFCM or any other LFCM Company as Lazard Group which the requesting Party reasonably determines necessary or advisable in order to be relevant to its relationship, communications prepare Lazard Group's and other Lazard Group Companies' financial statements or interaction any other reports or filings of Lazard Group Companies with a (i) any Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 1 contract
Samples: Master Separation Agreement (Wasserstein Bruce Jay)
Agreement for Exchange of Information. (a) Each Subject to Section 6.09 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanyMYnd California, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs requests to the extent that (i) such information relates to comply with reportingthe MYnd California Business, disclosureor any MYnd California Asset or MYnd California Liability, filing if MYnd California is the requesting Party, or other requirements imposed on to the Parent Business, or any Parent Group asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.01 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.01 shall expand the obligations of a Party under Section 6.04.
(b) Each Without limiting the generality of Genworth the foregoing, until September 30, 2019 (and the Companyfor a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for such fiscal year), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (MYnd Analytics, Inc.)
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth CIT and the CompanyC2, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs or its Group requests to the extent that (i) such information relates to comply with reportingthe C2 Business, disclosureor any C2 Asset or C2 Liability, filing if C2 is the requesting Party, or other requirements imposed on to the CIT Business, or any CIT Asset or CIT Liability, if CIT is the requesting Party; (ii) such information is required by the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including (A) pursuant to any inquiry, action, or investigation or supervisory activity by any bank regulatory authority with jurisdiction over CIT and (B) as necessary to comply with the requirements of or the rules promulgated under the Securities Act of 1933, as amended, or the Exchange Act; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of the C2 fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
Appears in 1 contract
Samples: Separation and Distribution Agreement (C2 Aviation Capital, Inc.)
Agreement for Exchange of Information. (a) Each of Genworth Astronics and the CompanyMOD-PAC, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the each other Group, at any time before or after the Closing 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 party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (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)) above, to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, agreement or waive attorney work product protection or any attorney-client or similar 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) Each After the Distribution Date, MOD-PAC shall have access during regular business hours (as in effect from time to time) to the documents and objects of Genworth historic significance that relate to the MOD-PAC Business that are located in archives retained or maintained by Astronics. MOD-PAC 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 MOD-PAC shall cause any such objects to be returned promptly in the Companysame condition in which they were delivered to MOD-PAC and MOD-PAC shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on behalf removal of itself specified objects), that are then applicable to Astronics. Nothing herein shall be deemed to restrict the access of any member of the Astronics Group to any such documents or objects or to impose any liability on any member of the Astronics Group if any such documents or objects are not maintained or preserved by Astronics.
(c) After the date hereof, (i) each of Astronics and MOD-PAC 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 Groupreporting, agrees to accounting, audit and other obligations, and (ii) each of Astronics and MOD-PAC shall provide, or cause to be provided, to the other Groupin such form as such other party shall request, at no charge to such other party, all financial and other data and information as such other party determines necessary or advisable in order to prepare its financial statements and reports or filings with any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Mod Pac Corp)
Agreement for Exchange of Information. (a) Each of Genworth Chugai and the CompanyGen-Probe, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Closing 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 party reasonably needs (i) to comply with reporting, disclosure, filing filing, Tax or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance or Tax Lawssecurities laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other judicial, regulatory, administrative, tax Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax litigation 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)) above, to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimentaldetrimental or competitively-sensitive, violate any Law law or agreement, or waive attorney work product protection or any attorney-client or similar privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm harm, legal concern or consequence.
(b) Each After the date hereof, each of Genworth Chugai and Gen-Probe (i) shall maintain in effect at its own cost and expense adequate systems and controls to the Companyextent necessary to enable the members of the other Group to satisfy their respective reporting, on behalf of itself accounting, audit and its respective Groupother obligations, agrees to and (ii) shall provide, or cause to be provided, to the other Groupparty in such form as the requesting party shall request, at no charge to such requesting party, all financial and other data and information as such requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any time before Governmental Authority; provided, however, that in the Trigger Dateevent that any party determines that any such provision of data and information could be commercially detrimental or competitively-sensitive, as soon as reasonably practicable after written request thereforviolate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations or the preparation of such financial statements and reports or filings in a manner that avoids any such harm, legal concern or consequence.
(c) Notwithstanding subsections (a) and (b) above, no member of the Gen-Probe Group shall be required to provide, and members of the Chugai Group shall be prohibited from providing, any Information competitively-sensitive information relating to the Gen-Probe Business to the directors, officers, employees, other personnel and agents of the Chugai Group or Roche Pharmholding B.V. or any if its Affiliates who are engaged or otherwise involved in the possession Clinical Diagnostic Business of Roche Pharmholding B.V. or any if its Affiliates. In addition, Chugai and other members of the Chugai Group shall not use any such competitively-sensitive information relating to the Gen-Probe Business for purposes other than those as shall be expressly permitted under the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationshipSections 6.01, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, 6.06 and (ii) nationally recognized statistical rating organization6.07.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Gen Probe Inc)
Agreement for Exchange of Information. (a) Each Subject to Section 6.5 and any other applicable confidentiality obligations, each of Genworth MNK, Montauk USA and the CompanyMRI, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to any other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which to the extent that such information is required by the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (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) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or such information relates to MEH Employees or is required by the requesting Party to comply with any obligation imposed by any Governmental Authority (including, but not limited to, any obligation relating to withholding, reporting, or remitting any Tax that may be due to any Governmental Authority with respect to any MEH Employee); provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreementContract, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all will use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 will only be obligated to provide such information in the form, condition and format in which it then exists, and in no event will such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information.
(b) Each Notwithstanding anything to the contrary herein, until the end of Genworth the first full fiscal year of MNK and MRI following the CompanyDistribution, on behalf each of itself MNK and its respective Group, agrees MRI agree to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to any other Party and the members of such other Party’s Group, such assistance, documentation and information reasonably required by the other Group, at any time before Party and the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control members of such other Party’s Group with their respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, financial reporting and (ii) nationally recognized statistical rating organizationaudit obligations.
Appears in 1 contract
Samples: Transaction Implementation Agreement (Montauk Renewables, Inc.)
Agreement for Exchange of Information. ARCHIVES. -----------------------------------------------
(a) Each of Genworth Intelligroup and the CompanySeraNova, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each member of 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 party reasonably needs needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, 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, 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 DocumentAncillary Agreement; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, or waive attorney work product protection or any attorney-client or similar 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) Each After the Closing Date, SeraNova shall have access during regular business hours (as in effect from time to time) to the documents that relate to the SeraNova Business that are in the possession or control of Genworth any member of the Intelligroup Group. SeraNova may obtain copies (but not originals) of documents for bona fide business purposes. Nothing herein, however, shall be deemed to restrict the access of any member of the Intelligroup Group to any such documents or to impose any liability on any member of the Intelligroup Group if any such documents are not maintained or preserved by Intelligroup.
(c) After the date hereof SeraNova shall: (i) maintain in effect at its own cost and expense adequate systems and controls to the Companyextent necessary to enable the members of the Intelligroup Group to satisfy their respective reporting, on behalf of itself accounting, audit and its respective Group, agrees to other obligations; and (ii) provide, or cause to be provided, to the other GroupIntelligroup in such form as Intelligroup shall request, at no charge to Intelligroup, all financial and other data and Information as Intelligroup determines necessary or advisable in order to prepare Intelligroup financial statements and reports or filings with any time before the Trigger 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 determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organizationAuthority.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Except as otherwise provided in any Ancillary Agreement, each of Genworth HHH and the CompanySeaport Entertainment, on behalf of itself and the members of its respective Group, agrees shall use commercially reasonable efforts to provideprovide or make available, or cause to be providedprovided or made available, to the other GroupParty, at any time before or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such respective either Party or any of the members of its Group which to the requesting Party reasonably needs extent that: (i) such Information relates to comply with reportingthe Seaport Entertainment Business or any Seaport Entertainment Asset or Seaport Entertainment Liability, disclosure, filing or other requirements imposed on if Seaport Entertainment is the requesting Party party, or a member of its Group (including under applicable securitiesto the HHH Business or any HHH Asset or HHH Liability, insurance or Tax Laws) by a Governmental Authority having jurisdiction over if HHH is the requesting Party or such member of its Group, 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, in each case other than claims or allegations that one Party to this Agreement has against such Information is required by the other, or (iii) subject to the foregoing clause (ii), requesting party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such Information is required by the requesting party to comply with any obligation imposed by any Governmental Authority, applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the SEC or the NYSE or any other regulatory or self-regulatory authority); provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive attorney work product protection or any attorney-client privilege or similar privilegeattorney work product protection, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.
(b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees . The Party providing Information pursuant to provide, or cause this Section 6.1 shall only be obligated to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any provide such Information in the possession form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or under the control reformatting of any such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its GroupInformation, and (ii) nationally recognized statistical rating organizationnothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Seaport Entertainment Group Inc.)
Agreement for Exchange of Information. (a) Each of Genworth Parent and the Company, on behalf of itself and its respective Group, Enova agrees to provide, or cause to be provided, to the each 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 party that the requesting Party party reasonably needs needs: (i) to comply with reporting, disclosure, filing filing, or other requirements imposed on the requesting Party or a member of its Group party (including under applicable securities, insurance securities laws) by Law or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Groupparty, (ii) for use in any other regulatory, judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax subpoena, 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 DocumentAgreement, or (iv) in connection with its ongoing businesses as it relates to the conduct of such businesses, as the case may be; provided, however, that in the event that any Party party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilegePrivilege, 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) Each of Genworth After the Effective Date, notwithstanding the parties’ rights and obligations in Sections 6.5.1, 6.5.2 and 6.5.3 hereof and subject to the CompanyTransition Services Agreement, on behalf of itself (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its respective Groupbusiness to the extent necessary to enable the other party to satisfy its tax, agrees to reporting, accounting, audit, and other obligations in compliance with all applicable Law and stock exchange requirements, and (ii) each party shall provide, or cause to be provided, to the other Groupparty and the applicable members of its Group in such form as such requesting party shall reasonably request, at no charge to the requesting party, all financial and other data and information as the requesting party reasonably determines to be necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.
(c) Any Information owned by a party that is provided to a requesting party pursuant to this Section 6.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.
(d) To facilitate the possible exchange of Information pursuant to this Section 6.4 and other provisions of this Agreement after the Effective Date, each party agrees to use reasonable best efforts to retain all Information in its respective possession or control substantially in accordance with its respective record retention policies as in effect on the Effective Date. However, except as set forth in the Tax Sharing Agreement, at any time before after the Trigger Effective Date, as soon as reasonably practicable Enova may amend its record retention policies at Enova’s discretion; provided, however, that if Enova desires to effect the amendment within three years after the Effective Date, Enova must give Parent 30 days prior written request therefornotice of such change in the policy. No party will destroy, or permit any member of its Group to destroy, any Information that exists on the Effective Date (other than Information that is permitted to be destroyed under the Parent record retention policy in effect as of the Effective Date or the Enova record retention policy in effect as of the date hereof) without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.
(e) Each party will use its reasonable best efforts to ensure that Information provided to the other party hereunder is accurate and complete; provided, however, no party shall have any liability to any other party in the possession event that any Information exchanged or provided pursuant to this Section 6.4 is found to be inaccurate, in the absence of gross negligence or willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable best efforts by such party to comply with the provisions of Section 6.4(d).
(f) The rights and obligations granted under this Section 6.4 are subject to any specific limitations, qualifications, or additional provisions on the control sharing, exchange, or confidential treatment of Information set forth in this Agreement and any Transaction Agreement.
(g) Each party shall, except in the case of a Dispute subject to Article V brought by one party against another party (which shall be governed by such discovery rules as may be applicable under Article V or otherwise), use reasonable best efforts to make available to each other party, upon written request, the former, current, and future directors, officers, employees, other personnel, and agents of such respective Group party as witnesses and any books, records, or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel, and agents) or books, records, or other documents may reasonably be required by the other party in connection with any regulatory, judicial, legal, administrative or other proceeding in which the requesting Party reasonably determines party may from time to time be relevant involved, regardless of whether such regulatory, judicial, legal, administrative or other proceeding is a matter with respect to its relationshipwhich indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith, communications or interaction with a (iupon the presentation of witnesses therefor; provided, that witnesses shall be made available under this Section 6.4(g) Governmental Authority having jurisdiction over the requesting Party or such member without cost other than reimbursement of its Group, actual out-of-pocket expenses and (ii) nationally recognized statistical rating organizationreasonable attorneys’ fees and expenses incurred.
Appears in 1 contract
Agreement for Exchange of Information. (a) Each Subject to Section 6.9 and any other applicable confidentiality obligations, each of Genworth Parent and the CompanySpinCo, on behalf of itself and each member of its respective Group, agrees to provideuse commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of such other Party’s Group, at any time before before, on or after the Closing DateEffective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such respective Party or its Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on that the requesting Party or a member of its Group requests and, with respect to clause (including under applicable securitiesiii), insurance or Tax Laws) by a Governmental Authority having jurisdiction over access to the requesting facilities, systems, infrastructure and personnel of such Party or such member of its Group, (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 to the extent that one Party (i) such information relates to this Agreement has against the otherSpinCo Business, or (iii) subject any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the foregoing clause Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii), ) such information is required by the requesting Party to comply with its obligations under this Agreement or any Transaction DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that that, in the event that any the Party to whom the request has been made determines that any such provision of Information information could be commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement, or waive attorney work product protection or any privilege available under applicable Law, including any attorney-client or similar privilege, then the Parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of SpinCo or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.
(b) Each Without limiting the generality of Genworth the foregoing, until the end of Parent’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the Companyfiscal year during which the Distribution Date occurs), on behalf of itself and each Party shall use its respective Group, agrees commercially reasonable efforts to provide, or cause to be provided, to cooperate with the other Group, at any time before the Trigger 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 determines Party’s information requests to be relevant to its relationship, communications or interaction with a enable (i) Governmental Authority having jurisdiction over the requesting other Party or such member to meet its timetable for dissemination of its Groupearnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) nationally recognized statistical rating organizationthe other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.
(c) Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to SpinCo Group Employees and Former SpinCo Group Employees and other records reasonably required by SpinCo to enable SpinCo properly to carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party shall permit the other Party reasonable access to its Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
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Samples: Separation and Distribution Agreement (Servicemaster Global Holdings Inc)