Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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. 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent UTC, Carrier and SpinCoOtis, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other another Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or any member of its Group which that the requesting Party or any member of its Group requests requests, in each case to the extent that (i) such information Information relates to the SpinCo Carrier Business, or any SpinCo Carrier Asset or SpinCo Carrier Liability, if SpinCo Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the Parent UTC Business, or any Parent UTC Asset or Parent UTC Liability, if Parent UTC is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information 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, that in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information 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 informationInformation, and nothing in this Section 6.1 shall expand the obligations of either 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Transferred Business, or any SpinCo Transferred Asset or SpinCo Assumed Liability, if SpinCo is the requesting Party, or to the Parent Retained Business, or any Parent Retained Asset or Parent Retained 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 Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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 agreementContract, 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. 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 a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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. 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 a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCoVarex, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective 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 (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group Party’s legal department requests to the extent that (i) such information relates to the SpinCo Varex Business, or any SpinCo Varex Asset or SpinCo Varex Liability, if SpinCo Varex 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 to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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; 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 either a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.9 and any other applicable confidentiality obligations, each of Parent and SpinCoArlo, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation 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 (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group Party’s legal department requests to the extent that (i) such information relates to the SpinCo Arlo Business, or any SpinCo Arlo Asset or SpinCo Arlo Liability, if SpinCo Arlo 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 to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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. The Party providing information pursuant to this Section 6.1 7.1 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 7.1 shall expand the obligations of either a Party under Section 6.47.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at At any time before, on or after the Effective Distribution Time, (i) Lazard Group, on behalf of each Lazard Group Company, agrees to provide, or cause to be provided, to 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, and (iii) LAZ-MD agrees to provide, or cause 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 (or a copy thereof) Information in the possession or under the control of such Party or its Group which respective Group, if applicable, that the requesting Party or its Group requests to the extent that reasonably needs (i) such information relates to comply with reporting, disclosure, filing or other requirements imposed on the SpinCo Business, requesting Party (including under applicable securities or any SpinCo Asset or SpinCo Liability, if SpinCo is tax laws) by a Governmental Authority having jurisdiction over 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 for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; 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 the any Party to whom the request has been made reasonably determines that any such provision of information Information could be commercially detrimental to the such Party providing the informationor 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 any privilege available under applicable Law, including any attorney-client privilegeprivilege applicable to such Party or member of its Group, then if applicable, the Parties shall use commercially take all reasonable efforts measures to permit the compliance with such the obligations pursuant to the extent and this Section 6.1(a) in a manner that avoids any such harm or consequence. The consequence (including by entering into joint defense or similar arrangements); provided, further, that in the event, after taking all such reasonable measures, the Party providing information pursuant subject to this Section 6.1 such law or agreement is unable to provide any Information without violating such law or agreement, such Party shall only not be obligated to provide such information in Information to the form, condition and format in which extent it then exists, and in no event would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall such Party be required to perform any improvement, modification, conversion, updating or reformatting not operate as a waiver of any such information, potentially applicable privilege. Each Party shall make its employees and nothing in this Section 6.1 shall expand the obligations facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of either Party under Section 6.4any Information provided hereunder.

Agreement for Exchange of Information. (a) Subject to Section 6.9 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 ten years (and, with respect to Information that relates to any other applicable confidentiality obligationsThird Party Claims, for a time period without any limit), each of Parent RemainCo and SpinCo, on behalf of itself and each member of its Group, SpinCo agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the each other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) Information in the possession or under the control of such Party or its Group which that the requesting Party or its Group requests to the extent that reasonably needs (i) such information relates to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit 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 or other similar requirements, except in the case of a Dispute subject to Article V brought by one Party against the other Party (which shall be governed by such information is required by the requesting Party discovery rules as may be applicable under Article V), (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; Contract with a Third Party that is not an Affiliate, employee or agent of the requesting Party, or (iiiiv) such information is required for any other significant business need as mutually determined in good faith by the requesting Party to comply with any obligation imposed by any Governmental AuthorityParties; provided, however, that, that in the event that the either Party to whom the request has been made determines that any such provision (or making available) of information could Information is reasonably likely to be commercially detrimental to the Party providing the information, or violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeagreement or privacy policy or guidelines, then the Parties shall use commercially take reasonable efforts measures 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 ; provided, that this Section 6.1 6.4(a) shall only 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 obligated reflected in any such reports filed with the SEC; (iii) consent to provide the inclusion (or incorporation by reference) of any financial statements reflecting any such financial information in any of RemainCo’s reports filed with the formSEC 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, condition and format in which it then exists, and in no event shall such Party be for so long as SpinCo (or any successor thereto) is required to perform reflect any improvementfinancial information with respect to the RemainCo Entities in any of SpinCo’s reports filed with the SEC under the Exchange Act, modificationRemainCo shall: (i) upon request, conversionprovide 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, updating 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 reformatting 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 informationfinancial 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, and nothing if required, in this Section 6.1 shall expand any registration statements filed by SpinCo with the obligations SEC under the Securities Act of either Party under Section 6.41933.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation 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, 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. 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 any limitations or restrictions pursuant to any applicable Law or pursuant to the provisions set forth on Schedule 6.3, from and any other applicable confidentiality obligationsafter the Distribution Date for a period of ten years, each of Parent MII and SpinCo, on behalf of itself and each member of its Group, B&W agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the each other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) Information in the possession or under the control of such Party or its Group which that the requesting Party or its Group requests to the extent that reasonably needs (i) such information relates to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit 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 or other similar requirements, except in the case of a Dispute subject to Article V brought by one Party against the other Party (which shall be governed by such information is required by the requesting Party discovery rules as may be applicable under Article V), (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; Contract with a third party that is not an Affiliate, employee or agent of the requesting Party, or (iiiiv) such information is required for any other significant business need as mutually determined in good faith by the requesting Party to comply with any obligation imposed by any Governmental AuthorityParties; provided, however, that, that in the event that the either Party to whom the request has been made determines that any such provision (or making available) of information could Information is reasonably likely to be commercially detrimental to the Party providing the information, or violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially take reasonable efforts measures 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 ; provided, that this Section 6.1 6.4(a) shall only not limit any Party’s ability to implement such Party’s records retention policies (including the record destruction provisions thereof). Without limiting the generality of the foregoing, for so long as MII (or any successor thereto) is required to reflect any financial information with respect to the B&W Entities in any of MII’s reports filed with the SEC under the Exchange Act, B&W 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 to MII or its 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 B&W Entities; (ii) provide reasonable access to the books and records of the B&W Entities to permit MII’s independent auditors to audit or review, as applicable, any such financial information to be obligated reflected in any such reports filed with the SEC; and (iii) consent to provide the inclusion (or incorporation by reference) of any financial statements reflecting any such financial information in any of MII’s reports filed with the form, condition and format SEC under the Exchange Act or in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting registration statements filed by MII with the SEC under the Securities Act of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.41933.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of Parent Illumina and SpinCoGRAIL, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on before or after the 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 either Party or any of the members of its Group which the requesting Party or its Group requests to the extent that that: (i) such information Information relates to the SpinCo Business, GRAIL Business or any SpinCo GRAIL Asset or SpinCo GRAIL Liability, if SpinCo GRAIL is the requesting Partyparty, or to the Parent Business, Illumina Business or any Parent Illumina Asset or Parent Illumina Liability, if Parent Illumina is the requesting Partyparty; (ii) such information Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party to comply with reporting, disclosure, filing or other requirements imposed on Illumina or GRAIL, or any obligation imposed other member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental AuthorityAuthority having jurisdiction over Illumina or GRAIL, or any other member of its respective Group, as applicable; and (iv) such Information is required for use in any other judicial, regulatory, administrative or other Action or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements (other than in the case of any Actions between any member of the GRAIL Group, on the one hand, and any member of the Illumina Group on the other hand); provided, however, that, in the event that the Party to whom the request has been made reasonably determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegePrivilege, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of either Party the Parties under Section 6.46.5. Notwithstanding the foregoing, nothing in this Section 6.1 shall be deemed to obligate GRAIL to provide any Information in connection with Illumina’s obligations under the CVR Agreement, which is specifically and exclusively governed by Section 6.2.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of their respective Groups, each of Parent YUM and SpinCoeach of the SpinCo Parties, on behalf of itself and each other member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the each other Party and the other members of such other Party’s Group, at any time before, on or after the 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 Party or its any other member of such Party’s Group which to the requesting Party or its other member of such Party’s Group requests to the extent that (i) such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if a SpinCo Party or any other member of the SpinCo Group is the requesting Party, or to the Parent YUM Business, or any Parent YUM Asset or Parent YUM Liability, if Parent YUM or any other member of the YUM Group 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; 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 the event that if the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the informationinformation or any other member of such Party’s Group, 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. 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 a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent Xxxxxxx Controls and SpinCoAdient, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates (A) to the SpinCo Adient Business, or any SpinCo Adient Asset or SpinCo Adient Liability, if SpinCo Adient is the requesting Party, or (B) to the Parent Xxxxxxx Controls Business, or any Parent Xxxxxxx Controls Asset or Parent Xxxxxxx Controls Liability, if Parent Xxxxxxx Controls is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that if the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, 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. The Party providing information Information pursuant to this Section 6.1 6.1(a) shall only be obligated to provide such information 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 informationInformation, and nothing in this Section 6.1 6.1(a) shall expand the obligations of either a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which that the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary 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, 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. 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 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent Encompass and SpinCoEnhabit, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective 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 (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group Party’s legal department requests to the extent that (i) such information relates to the SpinCo Enhabit Business, or any SpinCo Enhabit Asset or SpinCo Enhabit Liability, if SpinCo Enhabit is the requesting Party, or to the Parent Encompass Business, or any Parent Encompass Asset or Parent Encompass Liability, if Parent Encompass 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; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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. 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 a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.8 and any other applicable confidentiality obligations, each of Parent Southwest and SpinCoCenturi, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective 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 (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Centuri Business, or any SpinCo Centuri Asset or SpinCo Centuri Liability, if SpinCo Centuri is the requesting Party, or to the Parent Southwest Business, or any Parent Southwest Asset or Parent Southwest Liability, if Parent Southwest is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary AgreementAgreement 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, 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. 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of Parent eBay and SpinCoPayPal, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates (A) to the SpinCo PayPal Business, or any SpinCo PayPal Asset or SpinCo PayPal Liability, if SpinCo PayPal is the requesting Party, or (B) to the Parent eBay Business, or any Parent eBay Asset or Parent eBay Liability, if Parent eBay 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; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that if the Party to whom the request has been made determines that that, in the reasonable good faith judgment of such Party, 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. 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 either a Party under Section 6.4.

Agreement for Exchange of Information. ARCHIVES. (a) Subject to Section 6.9 Each of CCI and any other applicable confidentiality obligations, each of Parent and SpinCouBid, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make availableprovide, or cause to be provided or made availableprovided, to the other Party and the members of such other Party’s Group, at any time before, on before or after the Effective TimeDistribution Date, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) Information in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that party reasonably needs (i) such information relates to the SpinCo Businesscomply with reporting, disclosure, filing or any SpinCo Asset or SpinCo Liability, if SpinCo is other requirements imposed on the requesting Party, party (including under applicable securities or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) such information is required by the requesting Party for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; 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 the Party to whom the request has been made any party determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Law law or agreement, or waive any privilege available under applicable Law, including any attorney-attorney client privilege, then the Parties parties shall use commercially take all reasonable efforts measures 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 (b) After the Closing Date, uBid shall have access during regular business hours (as in effect from time to this Section 6.1 shall only be obligated time) to provide such information the documents and objects of historic significance that relate to the business of uBid that are located in the formCCI 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 same condition and format in which it then existsthey were delivered to uBid and uBid shall comply with any rules, procedures or other requirements, and in no event shall such Party be required subject to perform any improvementrestrictions (including prohibitions on removal of specified objects), modification, conversion, updating or reformatting 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 information, and nothing in this Section 6.1 shall expand documents or objects or to impose any liability on any member of the obligations of either Party under Section 6.4CCI Group if any such documents or objects are not maintained or preserved by CCI.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent Cousins and SpinCoNew Parkway, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information Information relates to the SpinCo New Parkway Business, or any SpinCo New Parkway Asset or SpinCo New Parkway Liability, if SpinCo New Parkway is the requesting Party, or to the Parent Cousins Business, or any Parent Cousins Asset or Parent Cousins Liability, if Parent Cousins is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be commercially detrimental to the Party providing the informationInformation, could violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege or the work product doctrine, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information 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 informationInformation, and nothing in this Section 6.1 shall expand the obligations of either a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 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 any other applicable confidentiality obligations, after the Distribution Date each of Parent Greatbatch and SpinCo, on behalf of itself and each member of its Group, Nuvectra agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the each other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) Information in the possession or under the control of such Party or that can be retrieved without unreasonable disruption to its Group which business and that the requesting Party or its Group requests to the extent that reasonably needs (i) such information relates to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit 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 or other similar requirements, 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 information is required by the requesting Party discovery rules as may be applicable under Article V), (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; Contract with a third party that is not an Affiliate, employee or agent of the requesting Party, or (iiiiv) such information is required by for any other significant business need as mutually determined in the requesting Party to comply with any obligation imposed by any Governmental AuthorityGood Faith Judgment of the Parties; provided, however, that, that in the event that the either Party to whom the request has been made determines that any such provision (or making available) of information could Information is reasonably likely to be commercially detrimental to the Party providing the information, or violate any Law or agreement, Contract or waive any privilege available under applicable LawPrivilege, including any attorney-client privilege, then the Parties shall use commercially take all reasonable efforts measures to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to ; provided, however, that this Section 6.1 6.4(a) shall only not limit any Party’s ability to implement such Party’s records retention policies, as such policies may be obligated amended from time to provide such information in time (including 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 6.4record destruction provisions thereof).

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.8 and any other applicable confidentiality obligations, each of Parent iStar and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution 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 Party or its Group which the requesting Party or its Group reasonably requests to the extent that (i) such information Information relates to the SpinCo Transferred Business, or any SpinCo Transferred Asset or SpinCo LiabilityAssumed Liability (including information, books and records primarily related to the Transferred Business contained on the Yardi Systems accounts of iStar or the iStar Group), if SpinCo is the requesting Party, or to the Parent Excluded Business, or any Parent Excluded Asset or Parent Excluded Liability, if Parent iStar is the requesting Party; (ii) such information Information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be commercially detrimental to the Party providing the informationInformation, could violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege or the work product doctrine, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information 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 informationInformation, and nothing in this Section 6.1 shall expand the obligations of either a Party under Section 6.46.3.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any specific and expressly identified information (or a copy thereof) in the possession or under the control of such 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 or its Group requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such information relates to the operation of the SpinCo Business, or any SpinCo Asset 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, 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; or (iii) such information is required 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 judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any Action or threatened Action in which any member of a Group is adverse to 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 been validly requested for the purpose of exercising the licenses granted in Section 2.1(c) and Section 2.2(c) of the Intellectual Property Cross License Agreement; or (vi) 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 business and operations of the SpinCo Group); provided, however, that, in the event that the Party to whom the request has been made determines in good faith that any such provision of information could be commercially detrimental 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 any privilege available under applicable Law, including any attorney-client privilegeprivilege and the attorney work product doctrine, 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; 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 6.1 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 6.1 6.2 shall expand the obligations of either Party under Section 6.46.5 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.6 and any other applicable confidentiality obligations, each of Parent Post, BellRing LLC and SpinCoBellRing Inc., on behalf of itself themselves and each member of its Grouptheir respective Groups, as applicable, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the such other Party and the members of such other Party’s Group, as applicable, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any information (or a copy thereof) in the possession or under the control of such Party or its Group Group, as applicable, which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo BellRing Business, or any SpinCo BellRing Asset or SpinCo BellRing Liability, if SpinCo BellRing Inc. or BellRing LLC is the requesting Party, or to the Parent Post Business, or any Parent Post Asset or Parent Post Liability, if Parent Post 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; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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, 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. The Party providing information pursuant to this Section 6.1 7.1 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 7.1 shall expand the obligations of either a Party under Section 6.47.3.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which that the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such information relates to the SpinCo Business, or 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; , (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such information is required by the requesting Party to comply with any obligation 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, 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. 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 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.10 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable best efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation 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 (or a copy thereof) in the possession possession, custody or under the control of such Party or its Group which the requesting Party Party’s legal department requests (including any SpinCo Books and Records or Parent Books and Records, as applicable, and any information held by a third-party on such Party’s or a member of its Group requests Group’s behalf) to the extent that (i) such information relates to the SpinCo Business, or 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 defense in ongoing or anticipated litigation or other legal proceeding and would be proportional to the needs of the matter); (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 by the requesting Party to comply with any obligation, audit, inspection, inquiry, or request from any Governmental Authority; or (iiiiv) such information is required by the requesting Party to comply with any obligation imposed by a court order or any Governmental Authorityother 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 consequenceconsequence (including by way of redaction). The Party providing information pursuant to this Section 6.1 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 such information be in a form, condition or format different from which it then exists and (y) the requesting Party is unable to modify the form, condition or format of such information without incurring costs and expenses materially in no event shall excess of the costs and expenses that would be incurred if the Party providing such Party be required information were to perform any improvementmodify the form, modification, conversion, updating condition or reformatting format of any such information, then the Party providing such information will use commercially reasonable efforts at the requesting Party’s sole cost and nothing expense to provide such information in a form, condition 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 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 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. As soon as reasonably practicable after the 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 data sources that may contain entangled data of both the SpinCo Group and Parent Group or transfer any such material to the other Party or its Group. Each Party may retain copies of information delivered to the other hereunder, subject to holding such information in confidence in accordance with this Section 6.1 shall expand the obligations of either Party under Section 6.4Agreement.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent Kellanova and SpinCoWKKC, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo WKKC Business, or any SpinCo WKKC Asset or SpinCo WKKC Liability, if SpinCo WKKC is the requesting Party, or to the Parent Kellanova Business, or any Parent Kellanova Asset or Parent Kellanova Liability, if Parent Kellanova is the requesting Party; (ii) such information is required by the requesting Party or its Group to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party or its Group to comply with any obligation 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, 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 informationinformation or its Group, 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. 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of Parent New Worthington and SpinCoWorthington Steel, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on before or after the 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 either Party or any of the members of its Group which the requesting Party or its Group requests to the extent that that: (i) such information Information relates to the SpinCo Business, Worthington Steel Business or any SpinCo Worthington Steel Asset or SpinCo Worthington Steel Liability, if SpinCo Worthington Steel is the requesting Partyparty, or to the Parent Business, New Worthington Business or any Parent Worthington Asset or Parent Worthington Liability, if Parent New Worthington is the requesting Partyparty; (ii) such information Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party 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, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Law or agreement, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of either Party the Parties under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of Parent HD and SpinCoLiveWire, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on before or after the Effective Separation Time, as soon as reasonably practicable but in no event later than thirty (30) days after written request therefor, any information Information (or a copy thereof) in the possession or under the control of such either Party or any of the members of its Group which the requesting Party or its Group requests to the extent that that: (i) such information Information relates to the SpinCo Business, LiveWire Business or any SpinCo LiveWire Asset or SpinCo LiveWire Liability, if SpinCo LiveWire is the requesting Partyparty, or to the Parent Business, Harley Business or any Parent HD Asset or Parent HD Liability, if Parent HD is the requesting Partyparty; (ii) such information Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party party to comply with any obligation imposed by any Governmental AuthorityEntity; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Law or agreement, 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. The Party providing information Information pursuant to this Section 6.1 3.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 3.1 shall expand the obligations of either Party the Parties under Section 6.43.4. All Information provided pursuant to this Section 3.1 shall be subject to the obligations set forth In Section 3.9.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which that the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary 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 Sarbanes-Oxley Axx xx 0000; providedxxovided, 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. 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 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent Realty Income and SpinCoOrion, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information Information relates to the SpinCo Transferred Business, or any SpinCo Transferred Asset or SpinCo Assumed Liability, if SpinCo Orion is the requesting Party, or to the Parent Excluded Business, or any Parent Excluded Asset or Parent Excluded Liability, if Parent Realty Income is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be commercially detrimental to the Party providing the informationInformation, could violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege or the work product doctrine, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information 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 informationInformation, and nothing in this Section 6.1 shall expand the obligations of either a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of Parent SYNNEX and SpinCoConcentrix, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates (A) to the SpinCo Concentrix Business, or any SpinCo Concentrix Asset or SpinCo Concentrix Liability, if SpinCo Concentrix is the requesting Party, or (B) to the Parent SYNNEX Business, or any Parent SYNNEX Asset or Parent SYNNEX Liability, if Parent SYNNEX 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; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that if the Party to whom the request has been made determines that that, in the reasonable good faith judgment of such Party, 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. 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 a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and ARCHIVES Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other applicable confidentiality obligationsmember of their respective Groups relating to confidentiality, each of Parent Alcan and SpinCo, on behalf of itself and each member of its Group, Novelis agrees to use commercially reasonable efforts provide, and to provide or make availablecause its Representatives, or cause its Group members and its respective Group members' Representatives to be provided or made availableprovide, to the other Party Group and the members of such other Party’s Groupany member thereof (a "REQUESTING PARTY"), at any time before, on or after the Effective TimeDate, subject to the provisions of Section 11.04 and as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in Information within the possession or under the control of such Party or its Group one of such Persons which the requesting Requesting Party or its Group requests to the extent that reasonably needs (i) such information relates to comply with reporting, disclosure, filing or other requirements imposed on the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting 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 for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation of the requesting Requesting Party or similar requirements, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary 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 the any Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Applicable Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially take all reasonable efforts measures 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 More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing and Disaffiliation Agreement shall govern with respect to the sharing of Information relating to Tax and to the extent governed thereby, the provisions of this Section 6.1 Article XI shall only not apply. After the Effective Time, Novelis and the other members of Novelis Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historic significance that relate to the Separated Businesses, the Separated Assets or the Separated Entities and that are located in archives retained or maintained by Alcan or any other member of Alcan Group. Novelis and the other members of Novelis Group 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 Novelis shall cause any such objects to be obligated to provide such information returned promptly, at Novelis's expense, in the form, same condition and format in which it then existsthey were delivered to Novelis or any other member of Novelis Group and Novelis and the other members of Novelis Group shall comply with any rules, procedures or other requirements, and in no event shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Alcan or such Party other member of Alcan Group. In any event, the foregoing shall not be required deemed to perform restrict the access of Alcan or any improvement, modification, conversion, updating or reformatting other member of Alcan Group to any such information, and nothing in this Section 6.1 documents or objects. Nothing herein shall expand the obligations of either Party under Section 6.4.be deemed to impose any

Agreement for Exchange of Information. (a) Subject to Section 6.9 ‎6.9 and any other applicable confidentiality obligations, each of Parent INSW and SpinCoOSG, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective 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 first Party or its Group which the requesting Party or its Group requests members to the extent that (i) such information Information relates to the SpinCo OSG Business, or any SpinCo OSG Asset or SpinCo OSG Liability, if SpinCo a member of the OSG Group is the requesting Party, or to the Parent INSW Business, or any Parent INSW Asset or Parent INSW Liability, if Parent a member of the INSW Group is the requesting Party; , (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, 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. The Party providing information Information pursuant to this Section 6.1 ‎6.1 shall only be obligated to provide such information 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 informationInformation, and nothing in this Section 6.1 ‎6.1 shall expand the obligations of either a Party under Section 6.4‎6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at At any time before, on or after the Effective Distribution Time, (i) Lazard Group, on behalf of each Lazard Group Company, agrees to provide, or cause to be provided, to 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, and (iii) LAZ-MD agrees to provide, or cause 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 (or a copy thereof) Information in the possession or under the control of such Party or its Group which respective Group, if applicable, that the requesting Party or its Group requests to the extent that reasonably needs (i) such information relates to comply with reporting, disclosure, filing or other requirements imposed on the SpinCo Business, requesting Party (including under applicable securities or any SpinCo Asset or SpinCo Liability, if SpinCo is tax laws) by a Governmental Authority having jurisdiction over 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 for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; 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 the any Party to whom the request has been made reasonably determines that any such provision of information Information could be commercially detrimental to the such Party providing the informationor 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 any privilege available under applicable Law, including any attorney-client privilegeprivilege applicable to such Party or member of its Group, then if applicable, the Parties shall use commercially take all reasonable efforts measures to permit the compliance with such the obligations pursuant to the extent and this Section 6.1(a) in a manner that avoids any such harm or consequence. The consequence (including by entering into joint defense or similar arrangements); provided further that in the event, after taking all such reasonable measures, the Party providing information pursuant subject to this Section 6.1 such law or agreement is unable to provide any Information without violating such law or agreement, such Party shall only not be obligated to provide such information in Information to the form, condition and format in which extent it then exists, and in no event would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall such Party be required to perform any improvement, modification, conversion, updating or reformatting not operate as a waiver of any such information, potentially applicable privilege. Each Party shall make its employees and nothing in this Section 6.1 shall expand the obligations facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of either Party under Section 6.4any Information provided hereunder.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, during normal business hours as soon as reasonably practicable after reasonable advance written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary 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, in the event that counsel to the Party to whom the request has been made reasonably determines that any such provision of information could be detrimental to the Party providing the 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 waiver of the protection of any privilege available under applicable Law, including any attorney-client 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 use commercially reasonable efforts to permit 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 either a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any specific and expressly identified information (or a copy thereof) in the possession or under the control of such 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 or its Group requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such information relates to the operation of the SpinCo Business, or any SpinCo Asset 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, 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; or (iii) such information is required 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 judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any Action or threatened Action in which any member of a Group is adverse to any member of the other Group); or (v) 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 business and operations of the SpinCo Group); provided, however, that, in the event that the Party to whom the request has been made determines in good faith that any such provision of information could be commercially detrimental 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 any privilege available under applicable Law, including any attorney-client privilegeprivilege and the attorney work product doctrine, 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; 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 6.1 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 6.1 6.2 shall expand the obligations of either Party under Section 6.46.5 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.9 and any other applicable confidentiality obligations, each of Parent and SpinCoBIG Token, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation 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 (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group Party’s legal department requests to the extent that (i) such information relates to the SpinCo BIG Token Business, or any SpinCo BIG Token Asset or SpinCo BIG Token Liability, if SpinCo the Company or 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 to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; 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. The Party providing information pursuant to this Section 6.1 7.1 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 7.1 shall expand the obligations of either a Party under Section 6.47.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.08, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of Parent Xxxxxxx and SpinCo, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable during normal business hours after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates (A) to the SpinCo NP Business, or any SpinCo NP Asset or SpinCo NP Liability, if a member of the SpinCo Group is the requesting Partyparty, or (B) to the Parent Xxxxxxx Business, or any Parent Xxxxxxx Asset or Parent Xxxxxxx Liability, if Parent Xxxxxxx is the requesting Partyparty; (ii) such information is required by to administer (A) the Delayed NP Assets or Delayed NP Liabilities, if a member of the Xxxxxxx Group is the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreementparty; or (iii) such information is required by the requesting Party 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 (including applicable securities or Tax laws) by a Governmental Authority having jurisdiction over the requesting party or (B) any request made or obligation imposed by any Governmental Authority; provided, however, that, in that if the event that the Party party to whom the request has been made determines that that, in the reasonable good faith judgment of such party, 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, and shall cause their respective Groups to, use commercially reasonable efforts to permit 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 6.1 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 6.1 6.01 shall expand the obligations of either a Party under Section 6.46.04.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which that the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such information relates to the SpinCo Business, or 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; , (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such information is required by the requesting Party to comply with any obligation 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, 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 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 either 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.10, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of their respective Groups, each of Parent and SpinCo, on behalf of itself and each other member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the 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 Party or its any other member of such Party’s Group which to the requesting Party or its other member of such Party’s Group requests to the extent that (i) such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo or any other member of the SpinCo Group is the requesting Party, or to the Parent RemainCo Business, or any Parent RemainCo Asset or Parent RemainCo Liability, if Parent or any other member of the RemainCo Group is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary the Investment 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 the event that if the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the informationit or any other member of its Group, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall will use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Any Party providing information pursuant to this Section 6.1 shall will only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall 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 shall will expand the obligations of either a Party under Section 6.4.

Agreement for Exchange of Information. After the date of this Agreement and until five (a5) Subject to Section 6.9 and any other applicable confidentiality obligationsyears after the termination of the Amended SSA, each of Parent and SpinCo, on behalf of itself and each member of its Group, Party agrees to use commercially reasonable efforts provide, or to cause any Person that is controlled by the Party, as applicable, to provide or make available, or cause to be provided or made available, to the other Party and the members of such other a Requesting Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) Information regarding the Requesting Party and their assets, liabilities and operations which is in the possession or under the control of such the Disclosing Party or its Group and which the requesting Requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Business, or 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; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authorityreasonably requests; provided, however, that, that in the event that the Disclosing Party to whom the request has been made determines that any such the provision of information could any such Information would reasonably be detrimental expected to the Party providing the information, violate any Law Law, regulatory obligation, or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then or include confidential information (unless such information is subject to a non-disclosure agreement in form acceptable to the Parties FE Non- Debtor Entities and the Debtors), the Disclosing Party shall not be required to provide any such Information; provided, further, that the Disclosing Party shall use commercially reasonable efforts to permit compliance cooperate with reasonable requests that would enable such obligations otherwise not-required disclosures to the Requesting Party to occur without contravening any such Law, regulatory obligation, or agreement, jeopardizing privilege, or disclosing material non-public information, provided, further, that, to the extent and in a manner permitted by applicable Law, the Disclosing Party provides notice to the Requesting Party that avoids any such harm or consequence. The Party providing information Information is being withheld pursuant to this Section 6.1 proviso and the Parties shall use their respective commercially reasonable efforts to find a mutually agreeable solution to any such legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed and executed between the applicable Parties. To the extent the Requesting Party and the Disclosing Party are unable to reach a mutually agreeable solution, the Parties reserve the right to seek to obtain such Information pursuant to discovery or other similar process in any Adversarial Proceeding. The Parties shall only be obligated to provide such information Information requested by another Party pursuant to this Section 4.1 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.

Agreement for Exchange of Information. (a) Subject Each of the Parties agrees to Section 6.9 and any other applicable confidentiality obligationsprovide, each of Parent and SpinCo, on behalf of itself and or shall cause each member of its Group, agrees to use commercially reasonable efforts respective Group to provide (a "PROVIDING PARTY") (except in the case of a dispute brought by one Party against another Party, which shall be governed by the discovery rules of applicable state or make available, or cause to be provided or made availablefederal law), to the each other Party and the members or any member of such other Party’s Group, at any time before, on or after the Effective Time's respective Group (a "REQUESTING PARTY"), as soon as reasonably practicable after written request therefor, any information (or a copy thereof) Information in the possession or under the control of a Providing Party, and to make available, the former, current and future directors, officers, managers, employees and other personnel and agents of the Providing Party (to the extent business demands of such Party person reasonably allow), within its control or its Group which it otherwise has the requesting Party or its Group requests ability to make available, to the extent that the Requesting Party reasonably needs such Information or person, regardless of whether such information relates or may relate to a matter subject to indemnification hereunder, (i) such information relates to comply with reporting, disclosure, filing or other requirements imposed on the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting 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 for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iiiiv) such information is required by in connection with the requesting Party to comply with any obligation imposed by any Governmental Authorityongoing businesses of a Requesting Party, including preparation of financial statements; provided, however, that, that in the event that the any Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Law law (including any substantive rule of the PUCT) or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties Requesting Party and the Providing Party shall use commercially take all reasonable efforts measures to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Requesting Party providing information pursuant shall bear all costs and expenses in connection therewith (unless the Requesting Party is entitled 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 indemnification therefor under Section 6.4Article III).

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which that the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such information relates to the SpinCo Business, or 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; , (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or , (iii) such information is required by the requesting Party to comply with any obligation 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, 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 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 either 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of Parent New Worthington and SpinCoWorthington Steel, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on before or after the 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 either Party or any of the members of its Group which the requesting Party or its Group requests to the extent that that: (i) such information Information relates to the SpinCo Business, Worthington Steel Business or any SpinCo Worthington Steel Asset or SpinCo Worthington Steel Liability, if SpinCo Worthington Steel is the requesting Partyparty, or to the Parent Business, New Worthington Business or any Parent New Worthington Asset or Parent New Worthington Liability, if Parent New Worthington is the requesting Partyparty; (ii) such information Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information Information is required by the requesting Party 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, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationcommercially detrimental, violate any Law or agreement, 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. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of either Party the Parties under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which that the requesting Party or its Group requests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the 50 extent that (i) such information relates to the SpinCo Business, or 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; , (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such information is required by the requesting Party to comply with any obligation 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, 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 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 either 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any specific and expressly identified information (or a copy thereof) in the possession or under the control of such 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 or its Group requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such information relates to the operation of the SpinCo Business, or any SpinCo Asset 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, 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; or (iii) such information is required 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 judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any Action or threatened Action in which any member of a Group is adverse to any member of the other Group); or (v) 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 business and operations of the SpinCo Group); provided, however, that, in the event that the Party to whom the request has been made determines in good faith that any such provision of information could be commercially detrimental 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 any privilege available under applicable Law, including any attorney-client privilegeprivilege and the attorney work product doctrine, 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; 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 6.1 6.2 shall only be obligated to provide Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 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 6.2 shall expand the obligations of either Party under Section 6.46.5 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.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent CIT and SpinCoC2, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the 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 Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo C2 Business, or any SpinCo C2 Asset or SpinCo C2 Liability, if SpinCo C2 is the requesting Party, or to the Parent CIT Business, or any Parent CIT Asset or Parent CIT Liability, if Parent CIT 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; 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, 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. 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 a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 5.9 and any other applicable confidentiality obligations, each of Parent and SpinCoStudioCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective 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 (or a copy thereof) in the possession possession, custody or under the control of such Party or its Group which the requesting Party Party’s legal department requests (including any StudioCo Books and Records or Parent Books and Records, as applicable, and any information held by a third-party on such Party’s or a member of its Group requests Group’s behalf) to the extent that (i) such information relates to the SpinCo Studio Business, or any SpinCo StudioCo Asset or SpinCo StudioCo Liability, if SpinCo StudioCo is the requesting Party, or to the Parent 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 defense in ongoing or anticipated litigation or other legal proceeding and would be proportional to the needs of the matter); (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 by the requesting Party to comply with any obligation, audit, inspection, inquiry, or request from any Governmental Authority; or (iiiiv) such information is required by the requesting Party to comply with any obligation imposed by a court order or any Governmental Authorityother 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 consequenceconsequence (including by way of redaction). The Party providing information pursuant to this Section 6.1 5.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, 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 5.1 shall expand the obligations of either Party under Section 6.45.4. Without limiting the generality of the foregoing, until the end of 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 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 its earnings 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) the 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.