Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date for a period of six years, as soon as reasonably practicable after written request: (i) NiSource shall afford to the Columbia Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s expense, provide copies of, all Information in the possession or under the control of NiSource immediately following the Distribution Date that relates to Columbia, the Columbia Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource Business; provided, however, that in the event that either NiSource or Columbia determines that any such provision of or access to Information would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer period. (b) Either party hereto may request Information under Section 9.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over such requesting party or Affiliate thereof; (ii) for use in any other judicial, regulatory, administrative, Tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4. (c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Nisource Inc/De), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six ten years, as soon as reasonably practicable after written request: (i) NiSource First Data shall afford to the Columbia Western Union Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at ColumbiaWestern Union’s expense, provide copies of, all Information records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of NiSource First Data immediately following the Distribution Date that relates to ColumbiaWestern Union, the Columbia Western Union Business or the employees or former employees of the Columbia Western Union Business; and (ii) Columbia Western Union shall afford to the NiSource First Data Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSourceFirst Data’s expense, provide copies of, all Information in the possession or under the control of Columbia Western Union immediately following the Distribution Date that relates to NiSourceFirst Data, the NiSource First Data Business or the employees or former employees of the NiSource First Data Business; provided, however, that in the event that either NiSource First Data or Columbia Western Union determines that any such provision of or access to Information would be commercially detrimental in any material respect, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party Party hereto may request Information under Section 9.1(a14.1(a) or Section 9.714.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereofParty; (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party)requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia Western Union fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto Party shall use its commercially reasonable efforts efforts, to cooperate with the other partyParty’s Information requests to enable the other party Party to meet its timetable for dissemination of its earnings releases and releases, financial statements and to enable such other partyParty’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Western Union CO), Separation and Distribution Agreement (Western Union CO), Separation and Distribution Agreement (Western Union CO)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date Effective Time for a period of six seven years, as soon as reasonably practicable after written request: (i) NiSource Xxxxxxxx-Xxxxx shall afford to Halyard, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or at Halyard’s expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the Columbia Parties possession or under the control of Xxxxxxxx-Xxxxx immediately following the Effective Time that relates to Halyard, the Halyard Business or the employees of the Halyard Business; and (ii) Halyard shall afford to Xxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s Xxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of NiSource Halyard immediately following the Distribution Date Effective Time that relates to ColumbiaXxxxxxxx-Xxxxx, the Columbia Retained Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource BusinessXxxxxxxx-Xxxxx; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a12.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 3 contracts
Samples: Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.)
Agreement for Exchange of Information. (a) Subject Each of ADP and Broadridge, on behalf of its respective Group, agrees to Section 9.1(b)provide, Section 9.8 or cause to be provided, to the other Party and any other applicable confidentiality obligationsits auditors, at all times from and any time after the Distribution Date for a period of six yearsDate, as soon as reasonably practicable after written request: (i) NiSource shall afford to the Columbia Parties and their authorized accountantsrequest therefor from such other Party, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s expense, provide copies of, all any Information in the possession or under the control of NiSource immediately following the Distribution Date that relates such respective Group (including access to Columbia, the Columbia Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized such Group’s accountants, counsel personnel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in facilities) that the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource Business; provided, however, that in the event that either NiSource or Columbia determines that any such provision of or access to Information would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer period.
(b) Either party hereto may request Information under Section 9.1(a) or Section 9.7: requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; Party (including pursuant to Section 7.1(d)), (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation, Tax litigation or other similar requirements (other than in connection with any Action requirements, or anticipated Action in which any NiSource Party is adverse to any Columbia Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under Ancillary Agreement; provided, however, that in the policies and procedures of NiSource concerning the retention event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall take all reasonable measures to permit the compliance with the obligations pursuant to this Section 7.1(a) in a manner that avoids any such harm or consequence. ADP and Broadridge intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as in effect on a waiver of any potentially applicable privilege.
(b) Following the Distribution Date or as amended in accordance with Section 9.4Date, each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder.
(c) Without limiting the generality of the foregoing, until Until the end of the first full Columbia ADP fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto Party shall use its commercially reasonable efforts to cooperate efforts, consistent with the other party’s Information requests past practice, to enable the other party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other partyParty’s auditors to timely complete their annual audit of the annual financial statements and review of the quarterly financial statements.
(d) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them under SOX §302, within thirty (30) days following the end of any fiscal quarter during which Broadridge is a Subsidiary of ADP, each Party shall cause its officers or employees to provide the other Party with the certification statements of such officers and employees with respect to such quarter or portion thereof, in substantially the same form and manner as such officers or employees provided such certification statements prior to the Distribution Date, or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the Separation, Distribution and any other transactions related thereto.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Broadridge Financial Solutions, LLC), Separation and Distribution Agreement (Automatic Data Processing Inc)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period Date, except in the case of six yearsan adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise), as soon as reasonably practicable after written request: (i) NiSource Ralcorp shall afford to the Columbia Post Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at ColumbiaPost’s written request and expense, provide copies of, all Information records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of NiSource Ralcorp immediately following the Distribution Date that relates to Columbiathe extent relating to Post, the Columbia Post Business immediately following the Distribution Date or the employees or former employees of the Columbia Post Business; and (ii) Columbia Post shall afford to the NiSource Ralcorp Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSourceRalcorp’s written request and expense, provide copies of, all Information in the possession or under the control of Columbia Post immediately following the Distribution Date that relates to NiSourcethe extent relating to Ralcorp, the NiSource Ralcorp Business immediately following the Distribution Date or the employees or former employees of the NiSource BusinessRalcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c); provided, however, that in the event that either NiSource Ralcorp or Columbia Post determines that any such provision of or access to Information would might be commercially detrimental in any material respectdetrimental, violate any Law law or agreement Contract or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party Any Party hereto may request Information under Section 9.1(a) 13.01 or Section 9.713.07: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereofParty; (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party)requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto Party shall use its commercially reasonable efforts to cooperate with the other partyParty’s Information requests to enable the other party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other partyParty’s auditors independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
(d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction.
(e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement.
(f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Ralcorp Holdings Inc /Mo), Separation and Distribution Agreement (Post Holdings, Inc.), Separation and Distribution Agreement (Post Holdings, Inc.)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six yearsDate, as soon as reasonably practicable after written request: (i) NiSource the Potlatch Group shall at Clearwater’s expense afford to the Columbia Parties Clearwater, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s expense, and provide copies of, all Information records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of NiSource immediately the Potlatch Group following the Distribution Date that relates to Columbia, the Columbia Business Clearwater Group or the employees or former employees of the Columbia Pulp-Based Business; and (ii) Columbia the Clearwater Group shall at Potlatch’s expense afford to the NiSource Parties Potlatch, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, and provide copies of, all Information in the possession or under the control of Columbia immediately the Clearwater Group following the Distribution Date that relates to NiSource, the NiSource Business Potlatch Group or the employees or former employees of the NiSource Retained Business; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law or agreement Contract or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a12.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax tax Laws) by a Governmental Authority Entity having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Potlatch Forest Products CORP), Separation and Distribution Agreement (Potlatch Corp), Separation and Distribution Agreement (Potlatch Forest Products CORP)
Agreement for Exchange of Information. (a) Subject to Section 9.1(bthe terms and conditions of any Ancillary Agreement, and except in the case of an adversarial Action by one party hereto against another party hereto (which shall be governed by discovery rules as may be applicable under Article III or otherwise), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date for a period of six yearsEffective Date, as soon as reasonably practicable after written request: (i) NiSource SunEdison shall afford to SSL and the Columbia Parties and other members of the SSL Group, as well as their authorized accountantsRepresentatives, counsel and other designated representatives reasonable access during normal business hours to, or, at ColumbiaSSL’s written request and expense, provide copies of, all Information in the possession or under the control of NiSource SunEdison immediately following the Distribution Effective Date to the extent that such Information relates to Columbia, the Columbia SSL Business or (including the employees thereof) or former employees of any SSL Asset or SSL Liability, in each case immediately after the Columbia BusinessEffective Date; and (ii) Columbia SSL shall afford to SunEdison and the NiSource Parties and other members of the SunEdison Group, as well as their authorized accountantsRepresentatives, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSourceSunEdison’s written request and expense, provide copies of, all Information in the possession or under the control of Columbia SSL immediately following the Distribution Effective Date to the extent that such Information relates to NiSource, the NiSource SunEdison Business or (including the employees thereof) or former employees any of its Assets or Liabilities, in each case immediately after the NiSource BusinessEffective Date; provided, however, provided that in the event that either NiSource SunEdison or Columbia SSL determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law or agreement or waive any attorney-client privilege, then the work product doctrine or other applicable privilege, the Parties parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence and; providedconsequence. The party providing Information pursuant to this Section 4.1 shall only be obligated to provide such Information in the form, further thatcondition and format in which it then exists and in no event shall such party be required to perform any improvement, with respect to Information that is subject to a retention period that is longer than six years under modification, conversion, updating or reformatting of any such Information, and nothing in this Section 4.1 shall expand the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under Section 4.3. Each of SunEdison and SSL agree to make their respective personnel available to discuss the foregoing provisions of Information exchanged pursuant to this Section 9.1(a) shall apply to such Information for such longer period4.1.
(b) Either Any party hereto may request Information under Section 9.1(a) or Section 9.74.1: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereofparty; (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party)requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year of SSL occurring after the Distribution Effective Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Effective Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
(d) The parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Matters Agreement, and not by this Section 4.1.
Appears in 2 contracts
Samples: Separation Agreement (SunEdison Semiconductor LTD), Separation Agreement (SunEdison Semiconductor Pte. Ltd.)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six seven years, as soon as reasonably practicable after written request: (i) NiSource Jefferies shall afford to SpinCo, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at SpinCo’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the Columbia Parties possession or under the control of Jefferies immediately following the Distribution Date that relates to SpinCo, the Vitesse Business or the employees of the Vitesse Business; and (ii) SpinCo shall afford to Jefferies, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s Jefferies’ expense, provide copies of, all Information in the possession or under the control of NiSource SpinCo immediately following the Distribution Date that relates to ColumbiaJefferies, its business (other than the Columbia Business Vitesse Business) or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource BusinessJefferies; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(ba) Either party hereto Party may request Information under Section 9.1(a) or Section 9.7: 9.1 (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Jefferies Financial Group Inc.), Separation and Distribution Agreement (Vitesse Energy, Inc.)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date 8.1(b):
(i) for a period of six years(6) years following the Distribution Date, as soon as reasonably practicable after written request: (iA) NiSource United Online shall afford to any member of the Columbia Parties FTD Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information and to preserve the completeness and integrity of the Information, to, or, at the FTD Entities' expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the UOL Entities immediately following the Distribution Date that relates to any member of the FTD Entities, the FTD Business or the employees or former employees of the FTD Business and (B) FTD shall afford to any member of the UOL Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s the UOL Entities' expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of NiSource any member of the FTD Entities immediately following the Distribution Date that relates to Columbiaany member of the UOL Entities, the Columbia Business FTD Entities, the UOL Businesses, the FTD Business, or the employees or former employees of the Columbia UOL Businesses or the FTD Business; and and
(ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control for a period of Columbia immediately two (2) years following the Distribution Date Date, as soon as reasonably practicable after written request: (A) to the extent that relates information or knowledge with respect to NiSourcethe FTD Business as of or prior to the Distribution Time is available through discussions with employees of any member of the UOL Entities, United Online shall make such employees reasonably available to FTD to provide such information or knowledge and (B) to the NiSource Business extent that information or knowledge relating to the UOL Businesses or the employees FTD Business as of or former prior to the Distribution Time is available through discussions with employees of any member of the NiSource BusinessFTD Entities, FTD shall make such employees reasonably available to United Online to provide such information or knowledge; provided, however, provided that in the event that either NiSource FTD or Columbia determines United Online, as applicable, determine that any such provision of or access to Information any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations request in a manner that avoids any such harm or consequence andconsequence; providedprovided that to the extent specific information- or knowledge-sharing provisions are contained in any of the Ancillary Agreements, further thatsuch other provisions (and not this Section 8.1(a)) shall govern; provided that the 6-year period in Section 8.1(a)(i) or the 2-year period in Section 8.1(a)(ii), as applicable, shall be extended with respect to Information that requests related to any third party litigation or other dispute filed prior to the end of such period until such litigation or dispute is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodfinally resolved.
(b) Either party hereto may A request Information for information under Section 9.1(a8.1(a) or Section 9.7may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such requesting party or Affiliate thereof; Party, (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action action, suit or anticipated Action proceeding in which any NiSource Party member of the UOL Entities is adverse to any Columbia Partymember of the FTD Entities, or vice versa); , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; , or (iv) to comply with its any obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoingSection 8.1(a), until the end of the first full Columbia fiscal year occurring after following the Distribution Date (and for a reasonable period of time afterwards thereafter as required for each party hereto any Party to prepare consolidated financial statements comply with reporting, disclosure, filing or complete other requirements imposed on the requesting Party (including under applicable securities laws) by a financial statement audit Governmental Authority having jurisdiction over such requesting Party for the fiscal year during which the Distribution Date occurs), each party hereto FTD shall use its commercially reasonable efforts to cooperate with any requests from any member of the other party’s Information UOL Entities pursuant to Section 8.1(a) and United Online shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTD Entities pursuant to Section 8.1(a), in each case to enable the other party requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statementsrequesting Party.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (FTD Companies, Inc.), Separation and Distribution Agreement (FTD Companies, Inc.)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six seven years, as soon as reasonably practicable after written request: (i) NiSource the TXI Parties shall afford to the Columbia Chaparral Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at Chaparral’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the TXI Parties immediately following the Distribution Date that relates to Chaparral, the Chaparral Business, the Chaparral Business Employees or tax returns required to be filed by Chaparral; and (ii) the Chaparral Parties shall afford to the TXI Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at ColumbiaTXI’s expense, provide copies of, all Information in the possession or under the control of NiSource the Chaparral Parties immediately following the Distribution Date that relates to ColumbiaTXI, the Columbia Business or Retained Business, the employees of TXI or former employees of the Columbia Business; and (ii) Columbia shall afford tax returns required to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource Businessbe filed by TXI; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would be commercially detrimental in any material respect, could violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a) or Section 9.7: 12.1(a): (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Chaparral Steel CO), Separation and Distribution Agreement (Chaparral Steel CO)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date 8.1(b):
(i) for a period of six years(6) years following the Distribution Date, as soon as reasonably practicable after written request: (iA) NiSource United Online shall afford to any member of the Columbia Parties FTD Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information and to preserve the completeness and integrity of the Information, to, or, at the FTD Entities’ expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the UOL Entities immediately following the Distribution Date that relates to any member of the FTD Entities, the FTD Business or the employees or former employees of the FTD Business and (B) FTD shall afford to any member of the UOL Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s the UOL Entities’ expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of NiSource any member of the FTD Entities immediately following the Distribution Date that relates to Columbiaany member of the UOL Entities, the Columbia Business FTD Entities, the UOL Businesses, the FTD Business, or the employees or former employees of the Columbia UOL Businesses or the FTD Business; and and
(ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control for a period of Columbia immediately two (2) years following the Distribution Date Date, as soon as reasonably practicable after written request: (A) to the extent that relates information or knowledge with respect to NiSourcethe FTD Business as of or prior to the Distribution Time is available through discussions with employees of any member of the UOL Entities, United Online shall make such employees reasonably available to FTD to provide such information or knowledge and (B) to the NiSource Business extent that information or knowledge relating to the UOL Businesses or the employees FTD Business as of or former prior to the Distribution Time is available through discussions with employees of any member of the NiSource BusinessFTD Entities, FTD shall make such employees reasonably available to United Online to provide such information or knowledge; provided, however, provided that in the event that either NiSource FTD or Columbia determines United Online, as applicable, determine that any such provision of or access to Information any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations request in a manner that avoids any such harm or consequence andconsequence; providedprovided that to the extent specific information- or knowledge-sharing provisions are contained in any of the Ancillary Agreements, further thatsuch other provisions (and not this Section 8.1(a)) shall govern; provided that the 6-year period in Section 8.1(a)(i) or the 2-year period in Section 8.1(a)(ii), as applicable, shall be extended with respect to Information that requests related to any third party litigation or other dispute filed prior to the end of such period until such litigation or dispute is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodfinally resolved.
(b) Either party hereto may A request Information for information under Section 9.1(a8.1(a) or Section 9.7may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such requesting party or Affiliate thereof; Party, (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action action, suit or anticipated Action proceeding in which any NiSource Party member of the UOL Entities is adverse to any Columbia Partymember of the FTD Entities, or vice versa); , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; , or (iv) to comply with its any obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoingSection 8.1(a), until the end of the first full Columbia fiscal year occurring after following the Distribution Date (and for a reasonable period of time afterwards thereafter as required for each party hereto any Party to prepare consolidated financial statements comply with reporting, disclosure, filing or complete other requirements imposed on the requesting Party (including under applicable securities laws) by a financial statement audit Governmental Authority having jurisdiction over such requesting Party for the fiscal year during which the Distribution Date occurs), each party hereto FTD shall use its commercially reasonable efforts to cooperate with any requests from any member of the other party’s Information UOL Entities pursuant to Section 8.1(a) and United Online shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTD Entities pursuant to Section 8.1(a), in each case to enable the other party requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statementsrequesting Party.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (FTD Companies, Inc.), Separation and Distribution Agreement (United Online Inc)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six five years, as soon as reasonably practicable after written request: (i) NiSource Dxxx shall afford to TreeHouse, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at TreeHouse’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the Columbia Parties possession or under the control of Dxxx immediately following the Distribution Date that relates to TreeHouse, the Transferred Businesses or the employees of the Transferred Businesses; and (ii) TreeHouse shall afford to Dxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s Dxxx’x expense, provide copies of, all Information in the possession or under the control of NiSource TreeHouse immediately following the Distribution Date that relates to ColumbiaDxxx, the Columbia Retained Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource BusinessDxxx; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a) or Section 9.7: 12.1(a), (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. The rights and obligations under this Article XII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date any Operating Agreement or as amended in accordance with Section 9.4Shared Contract.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 2 contracts
Samples: Distribution Agreement (TreeHouse Foods, Inc.), Distribution Agreement (Dean Foods Co/)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six ten (10) years, as soon as reasonably practicable after written request: (i) NiSource TSC shall afford to the Columbia Parties eLoyalty, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s eLoyalty's expense, provide copies of, all Information records, books, contracts, instruments, data, documents and other information (collectively, "Information") in the possession or under the control of NiSource TSC immediately following the Distribution Date that relates to ColumbiaeLoyalty, the Columbia eLoyalty Business or the employees or former employees of the Columbia BusinesseLoyalty Employees; and (ii) Columbia eLoyalty shall afford to the NiSource Parties TSC, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s TSC's expense, provide copies of, all Information in the possession or under the control of Columbia eLoyalty immediately following the Distribution Date that relates to NiSourceTSC, the NiSource TSC Business or the employees or former employees of the NiSource BusinessTSC Employees; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a14.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 2 contracts
Samples: Reorganization Agreement (Eloyalty Corp), Reorganization Agreement (Eloyalty Corp)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times ------------------------------------- from and after the Distribution Date for a period of six ten (10) years, as soon as reasonably practicable after written request: (i) NiSource TSC shall afford to the Columbia Parties eLoyalty, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s eLoyalty's expense, provide copies of, all Information records, books, contracts, instruments, data, documents and other information (collectively, "Information") in the possession or under the control ----------- of NiSource TSC immediately following the Distribution Date that relates to ColumbiaeLoyalty, the Columbia eLoyalty Business or the employees or former employees of the Columbia BusinesseLoyalty Employees; and (ii) Columbia eLoyalty shall afford to the NiSource Parties TSC, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s TSC's expense, provide copies of, all Information in the possession or under the control of Columbia eLoyalty immediately following the Distribution Date that relates to NiSourceTSC, the NiSource TSC Business or the employees or former employees of the NiSource BusinessTSC Employees; provided, however, that -------- ------- in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a14.1(a) or Section 9.7: (i) to --------------- comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Samples: Reorganization Agreement (Technology Solutions Company)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six ten years, as soon as reasonably practicable after written request: (i) NiSource Kxxxxxxx-Xxxxx shall afford to Neenah, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at Neenah’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the Columbia Parties possession or under the control of Kxxxxxxx-Xxxxx immediately following the Distribution Date that relates to Neenah, the Neenah Business or the employees of the Neenah Business; and (ii) Neenah shall afford to Kxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s Kxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of NiSource Neenah immediately following the Distribution Date that relates to ColumbiaKxxxxxxx-Xxxxx, the Columbia Retained Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource BusinessKxxxxxxx-Xxxxx; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(ba) Either party hereto Party may request Information under Section 9.1(a12.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six ten years, as soon as reasonably practicable after written request: (i) NiSource Kxxxxxxx-Xxxxx shall afford to Neenah, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at Neenah’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information” ) in the Columbia Parties possession or under the control of Kxxxxxxx-Xxxxx immediately following the Distribution Date that relates to Neenah, the Neenah Business or the employees of the Neenah Business; and (ii) Neenah shall afford to Kxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s Kxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of NiSource Neenah immediately following the Distribution Date that relates to ColumbiaKxxxxxxx-Xxxxx, the Columbia Retained Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource BusinessKxxxxxxx-Xxxxx; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(ba) Either party hereto Party may request Information under Section 9.1(a12.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Agreement for Exchange of Information. (a) Subject to Section 9.1(b8.1(b) and Section 8.8(f), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date for a period of six yearsthree (3) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request: (i) NiSource Ensign shall afford to any member of the Columbia Parties CareTrust Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbiathe CareTrust Group’s expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of NiSource any member of the Ensign Group immediately following the Distribution Date that relates to Columbia, any member of the Columbia Business CareTrust Group or the employees or former employees of the Columbia CareTrust Business; , and (ii) Columbia CareTrust shall afford to any member of the NiSource Parties Ensign Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSourcethe Ensign Group’s expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of Columbia any member of the CareTrust Group immediately following the Distribution Date that relates to NiSource, any member of the NiSource Business Ensign Group or the employees or former employees of the NiSource Ensign Business; provided, however, that in the event that either NiSource CareTrust or Columbia determines Ensign, as applicable, determine that any such provision of or access to Information any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to Table of Contents permit the compliance with such obligations request in a manner that avoids any such harm or consequence andconsequence; provided, further thatfurther, that to the extent specific information-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to Information that is subject requests related to a retention period that is longer than six years under any third-party litigation or other dispute filed prior to the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations end of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to Access Period until such Information for such longer periodlitigation or dispute is finally resolved.
(b) Either party hereto may A request Information for information under Section 9.1(a8.1(a) or Section 9.7may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over such requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action action, suit or anticipated Action proceeding in which any NiSource Party member of a Group is adverse to any Columbia Partymember of the other Group); , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; , or (iv) to comply with its any obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoingSection 8.1(a), until the end of the first full Columbia fiscal year occurring after following the Distribution Date (and for a reasonable period of time afterwards thereafter as required for each any party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto CareTrust shall use its commercially reasonable efforts to cooperate with any requests from any member of the other party’s Information Ensign Group pursuant to Section 8.1(a) and Ensign shall use its commercially reasonable efforts to cooperate with any requests from any member of the CareTrust Group pursuant to Section 8.1(a), in each case, to enable the other requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Samples: Separation and Distribution Agreement (CareTrust REIT, Inc.)
Agreement for Exchange of Information. (a) Subject Each of Games and Lottery, on behalf of its respective Group, agrees to Section 9.1(b)provide, Section 9.8 or cause to be provided, to the other Party and any other applicable confidentiality obligationsits auditors, at all times from and any time before, on or after the Distribution Date for a period of six yearsDate, as soon as reasonably practicable after written request: (i) NiSource shall afford to the Columbia Parties and their authorized accountantsrequest therefor from such other Party, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s expense, provide copies of, all any Information in the possession or under the control of NiSource immediately following the Distribution Date that relates such respective Group (including access to Columbia, the Columbia Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized such Group’s accountants, counsel personnel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in facilities) that the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource Business; provided, however, that in the event that either NiSource or Columbia determines that any such provision of or access to Information would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer period.
(b) Either party hereto may request Information under Section 9.1(a) or Section 9.7: requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; Party (including pursuant to Section 6.1(d)), (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation, Tax litigation or other similar requirements (other than in connection with any Action requirements, or anticipated Action in which any NiSource Party is adverse to any Columbia Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; (iv) to comply with its obligations under this Agreement or any Transaction Agreement Ancillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or (v) any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with its the obligations under pursuant to this Section 6.1(a) in a manner that mitigates any such harm or consequence to the policies extent practicable. Games and procedures of NiSource concerning the retention Lottery intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as in effect a waiver of any potentially applicable privilege.
(b) Following the Effective Time each Party shall make its employees and facilities available and accessible during normal business hours and on the Distribution Date or as amended in accordance with Section 9.4reasonable prior notice to provide an explanation of any Information provided hereunder.
(c) Without limiting the generality of the foregoing, until Until the end of the first full Columbia Games fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto Party shall use its commercially reasonable efforts to cooperate best efforts, consistent with the other party’s Information requests past practice, to enable the other party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other partyParty’s auditors to timely complete their annual audit of the annual financial statements and review of the quarterly financial statements.
(d) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them under SOX §302, within 30 days following the end of any fiscal quarter during which Lottery is a Subsidiary of Games, each Party shall cause its officers or employees to provide the other Party with the certification statements with respect to such quarter or portion thereof of such officers and employees to those officers and employees of the other Party, in substantially the same form and manner as such officers or employees provided such certification statements prior to the Distribution Date, or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the Separation, Distribution and any other transactions related thereto.
Appears in 1 contract
Agreement for Exchange of Information. ARCHIVES
(a) Subject Each of Lucent and Avaya, on behalf of its respective Group, agrees to Section 9.1(b)provide, Section 9.8 and any or cause to be provided, to each other applicable confidentiality obligationsGroup, at all times from and any time before or after the Distribution Date for a period of six yearsDate, as soon as reasonably practicable after written request: (i) NiSource shall afford to the Columbia Parties and their authorized accountantsrequest therefor, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s expense, provide copies of, all any Information in the possession or under the control of NiSource immediately following such respective Group which the Distribution Date that relates requesting party reasonably needs (i) to Columbiacomply with reporting, disclosure, filing or other requirements imposed on the Columbia Business requesting party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the employees or former employees of the Columbia Business; and requesting party, (ii) Columbia shall afford for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the NiSource Parties and their authorized accountantsother or (iii) subject to clause (ii) above, counsel and other designated representatives reasonable access during normal business hours toto comply with its obligations under this Agreement, orany Ancillary Agreement or any Avaya OFL; PROVIDED, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource Business; provided, howeverHOWEVER, that in the event that either NiSource or Columbia any party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement agreement, or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto may request Information under Section 9.1(a) or Section 9.7: After the Distribution Date, Avaya shall have access during regular business hours (ias in effect from time to time) to comply with reporting, disclosure, filing the documents and objects of historic significance that relate to the Avaya Business that are located in archives retained or other requirements imposed on the requesting party or any maintained by Lucent. Avaya may obtain copies (but not originals) of its Affiliates (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over such requesting party or Affiliate thereof; (ii) documents for use in any other judicial, regulatory, administrative, Tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); (iii) bona fide business purposes and may obtain objects for use in compensation, benefit or welfare plan administration or other exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes; (iv) , provided that Avaya shall cause any such objects to be returned promptly in the same condition in which they were delivered to Avaya and Avaya shall comply with its obligations under this Agreement any rules, procedures or other requirements, and shall be subject to any Transaction Agreement restrictions (including prohibitions on removal of specified objects), that are then applicable to Lucent. Avaya shall pay the applicable fee or rate per hour for archives research services (v) subject to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as increase from time to time to reflect rates then in effect for Lucent generally). Nothing herein shall be deemed to restrict the access of any member of the Lucent Group to any such documents or objects or to impose any liability on any member of the Distribution Date Lucent Group if any such documents or as amended in accordance with Section 9.4objects are not maintained or preserved by Lucent.
(c) Without limiting After the generality date hereof, (i) each of Lucent and Avaya shall maintain in effect at its own cost and expense adequate systems and controls to the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) each of Lucent and Avaya shall provide, or cause to be provided, to the other in such form as such other party shall request, at no charge to meet such other party, all financial and other data and information as such other party determines necessary or advisable in order to prepare its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statementsreports or filings with any Governmental Authority.
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Avaya Inc)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six years(6) months, as soon as reasonably practicable after written request: (i) NiSource VIGC shall afford to the Columbia Parties VYGP, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s VYGP's expense, provide copies of, all Information records, books, contracts, instruments, data, documents and other information (collectively, "Information") in the possession or under the control of NiSource VIGC immediately following the Distribution Date that relates to ColumbiaVYGP, the Columbia VYGP Business or the employees or former employees of the Columbia BusinessVYGP Employees; and (ii) Columbia VYGP shall afford to the NiSource Parties VIGC, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s VIGC's expense, provide copies of, all Information in the possession or under the control of Columbia VYGP immediately following the Distribution Date that relates to NiSourceVIGC, the NiSource VIGC Business or the employees or former employees of the NiSource BusinessVIGC Employees; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a14.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six ten years, as soon as reasonably practicable after written request: (i) NiSource the TXI Parties shall afford to the Columbia Chaparral Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at Chaparral’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the TXI Parties immediately following the Distribution Date that relates to Chaparral, the Chaparral Business, the Chaparral Business Employees or tax returns required to be filed by Chaparral; and (ii) the Chaparral Parties shall afford to the TXI Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at ColumbiaTXI’s expense, provide copies of, all Information in the possession or under the control of NiSource the Chaparral Parties immediately following the Distribution Date that relates to ColumbiaTXI, the Columbia Business or Retained Business, the employees of TXI or former employees of the Columbia Business; and (ii) Columbia shall afford tax returns required to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource Businessbe filed by TXI; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would be commercially detrimental in any material respect, could violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a) or Section 9.7: 12.1(a): (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Chaparral Steel CO)
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at At all times from and after the Distribution Date for a period of six ten years, as soon as reasonably practicable after written request: (i) NiSource Xxxxxxxx-Xxxxx shall afford to Neenah, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, at Neenah’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the Columbia Parties possession or under the control of Xxxxxxxx-Xxxxx immediately following the Distribution Date that relates to Neenah, the Neenah Business or the employees of the Neenah Business; and (ii) Neenah shall afford to Xxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s Xxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of NiSource Neenah immediately following the Distribution Date that relates to ColumbiaXxxxxxxx-Xxxxx, the Columbia Retained Business or the employees or former employees of the Columbia Business; and (ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control of Columbia immediately following the Distribution Date that relates to NiSource, the NiSource Business or the employees or former employees of the NiSource BusinessXxxxxxxx-Xxxxx; provided, however, that in the event that either NiSource or Columbia Party determines that any such provision of or access to Information would could be commercially detrimental in any material respectdetrimental, violate any Law law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodconsequence.
(b) Either party hereto Party may request Information under Section 9.1(a12.1(a) or Section 9.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over such the requesting party or Affiliate thereof; party, (ii) for use in any other judicial, regulatory, administrative, Tax tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax tax or other similar requirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Operating Agreement.
(c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Appears in 1 contract
Agreement for Exchange of Information. (a) Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date 8.1(b):
(i) for a period of six years(6) years following the Distribution Date, as soon as reasonably practicable after written request: (iA) NiSource United Online shall afford to any member of the Columbia Parties FTD Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information and to preserve the completeness and integrity of the Information, to, or, at the FTD Entities' expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the UOL Entities immediately following the Distribution Date that relates to any member of the FTD Entities, the FTD Business or the employees or former employees of the FTD Business and (B) FTD shall afford to any member of the UOL Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Columbia’s the UOL Entities' expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of NiSource any member of the FTD Entities immediately following the Distribution Date that relates to Columbiaany member of the UOL Entities, the Columbia Business UOL Businesses or the employees or former employees of the Columbia BusinessUOL Businesses; and and
(ii) Columbia shall afford to the NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at NiSource’s expense, provide copies of, all Information in the possession or under the control for a period of Columbia immediately two (2) years following the Distribution Date Date, as soon as reasonably practicable after written request: (A) to the extent that relates information or knowledge with respect to NiSource, the NiSource FTD Business as of or prior to the employees or former Distribution Time is available through discussions with employees of any member of the NiSource BusinessUOL Entities, United Online shall make such employees reasonably available to FTD to provide such information or knowledge and (B) to the extent that information or knowledge relating to the UOL Businesses as of or prior to the Distribution Time is available through discussions with employees of any member of the FTD Entities, FTD shall make such employees reasonably available to United Online to provide such information or knowledge; provided, however, provided that in the event that either NiSource FTD or Columbia determines United Online, as applicable, determine that any such provision of or access to Information any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations request in a manner that avoids any such harm or consequence andconsequence; providedprovided that to the extent specific information- or knowledge-sharing provisions are contained in any of the Ancillary Agreements, further thatsuch other provisions (and not this Section 8.1(a)) shall govern; provided that the 6-year period in Section 8.1(a)(i) or the 2-year period in Section 8.1(a)(ii), as applicable, shall be extended with respect to Information that requests related to any third party litigation or other dispute filed prior to the end of such period until such litigation or dispute is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer periodfinally resolved.
(b) Either party hereto may A request Information for information under Section 9.1(a8.1(a) or Section 9.7may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates Party (including under applicable securities or Tax Lawslaws) by a Governmental Authority having jurisdiction over such requesting party or Affiliate thereof; Party, (ii) for use in any other judicial, regulatory, administrative, Tax administrative or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax litigation or other similar requirements (other than in connection with any Action action, suit or anticipated Action proceeding in which any NiSource Party member of the UOL Entities is adverse to any Columbia Partymember of the FTD Entities, or vice versa); , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; , or (iv) to comply with its any obligations under this Agreement or any Transaction Agreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4Ancillary Agreement.
(c) Without limiting the generality of the foregoingSection 8.1(a), until the end of the first full Columbia fiscal year occurring after following the Distribution Date (and for a reasonable period of time afterwards thereafter as required for each party hereto any Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto FTD shall use its commercially reasonable efforts to cooperate with any requests from any member of the other party’s Information UOL Entities pursuant to Section 8.1(a) and United Online shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTD Entities pursuant to Section 8.1(a), in each case to enable the other party requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s requesting Party's auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
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Samples: Separation and Distribution Agreement (FTD Companies, Inc.)