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Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) DevCo and DevCop OP shall afford to any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Group’s 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 DevCo Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo Business; provided, however, that in the event that SpinCo or SpinCo OP, or DevCo or DevCo OP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP shall use its reasonable efforts to cooperate with any requests from any member of the DevCo Group pursuant to Section 8.1(a), and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Aimco OP L.P.), Separation and Distribution Agreement (Apartment Income REIT Corp.), Separation and Distribution Agreement (Aimco OP L.P.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven three (73) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP STWD shall afford to any member of the SpinCo SWAY Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo SWAY Group’s 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 DevCo STWD Group immediately following the Distribution Date that relates to any member of the SpinCo SWAY Group or the SpinCo Business, SWAY Assets and (ii) SpinCo SWAY shall afford to any member of the DevCo STWD Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo STWD Group’s 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 SpinCo SWAY Group immediately following the Distribution Date that relates to any member of the DevCo STWD Group or the DevCo BusinessSTWD Assets; provided, however, that in the event that SpinCo SWAY or SpinCo OP, or DevCo or DevCo OPSTWD, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Lawslaws) by a Governmental Authority having jurisdiction over such requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP SWAY shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo STWD Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP STWD shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo SWAY Group pursuant to Section 8.1(a), in each case, case to enable the requesting party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (Starwood Property Trust, Inc.), Separation and Distribution Agreement (Starwood Waypoint Residential Trust), Separation and Distribution Agreement (Starwood Waypoint Residential Trust)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b): (i) and Section 8.8(f), for a period of seven six (76) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request request: (and using reasonable efforts to do so within five (5A) Business Days): (i) DevCo and DevCop OP Holdings shall afford to any member of the SpinCo A&B Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo A&B Group’s 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 DevCo Matson Group immediately following the Distribution Date that relates to any member of the SpinCo Group A&B Group, the A&B Businesses or the SpinCo Business, employees or former employees of the A&B Businesses and (iiB) SpinCo New A&B shall afford to any member of the DevCo Matson Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Matson Group’s 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 SpinCo A&B Group immediately following the Distribution Date that relates to any member of the DevCo Group Matson Group, the Matson Businesses or the DevCo Businessemployees or former employees of the Matson Businesses; and (ii) for a period of two (2) years following the Distribution Date, as soon as reasonably practicable after written request: (A) to the extent that information or knowledge with respect to the A&B Businesses as of or prior to the Distribution Time is available through discussions with employees of any member of the Matson Group, Holdings shall make such employees reasonably available to New A&B to provide such information or knowledge and (B) to the extent that information or knowledge relating to the Matson Businesses as of or prior to the Distribution Time is available through discussions with employees of any member of the A&B Group, New A&B shall make such employees reasonably available to Holdings to provide such information or knowledge; provided, however, that in the event that SpinCo New A&B or SpinCo OP, or DevCo or DevCo OPHoldings, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing information- 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 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Lawslaws) by a Governmental Authority having jurisdiction over such requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a the Matson Group is adverse to any member of the other A&B Group, or vice versa), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP shall use its reasonable efforts to cooperate with any requests from any member of the DevCo Group pursuant to Section 8.1(a), and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (Alexander & Baldwin Inc), Separation and Distribution Agreement (A & B II, Inc.), Separation and Distribution Agreement (A & B II, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for For a period of seven (7) years (the “Access Period”) of three (3) years following the Distribution DateDate or until the termination of both of the NLOP Advisory Agreements, whichever is longer, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP WPC shall afford to any member of the SpinCo NLOP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo NLOP Group’s 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 DevCo WPC Group immediately following the Distribution Date that relates to any member of the SpinCo NLOP Group or the SpinCo Business, NLOP Assets and (ii) SpinCo NLOP shall afford to any member of the DevCo WPC Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo WPC Group’s 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 SpinCo NLOP Group immediately following the Distribution Date that relates to any member of the DevCo WPC Group or the DevCo BusinessWPC Assets; provided, however, that in the event that SpinCo NLOP or SpinCo OP, or DevCo or DevCo OPWPC, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP NLOP shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo WPC Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP WPC shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo NLOP Group pursuant to Section 8.1(a), in each case, case to enable the requesting party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (W. P. Carey Inc.), Separation and Distribution Agreement (Net Lease Office Properties), Separation and Distribution Agreement (Net Lease Office Properties)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 8.8(f7.2(j), for a period of seven six (76) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) DevCo and DevCop OP FTAI shall afford to any member of the SpinCo FTAI Infrastructure Group and their authorized accountants, counsel and other designated representatives Representatives reasonable access during normal business hours to, or, at the SpinCo FTAI Infrastructure Group’s 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 DevCo FTAI Group immediately following the Distribution Date that relates to any member of the SpinCo FTAI Infrastructure Group or the SpinCo Business, FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities and (ii) SpinCo FTAI Infrastructure shall afford to any member of the DevCo FTAI Group and their authorized accountants, counsel and other designated representatives Representatives reasonable access during normal business hours to, or, at the DevCo FTAI Group’s 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 SpinCo FTAI Infrastructure Group immediately following the Distribution Date that relates to any member of the DevCo FTAI Group or the DevCo BusinessFTAI Assets or the FTAI Liabilities; provided, howeverfurther, that in the event that SpinCo FTAI Infrastructure or SpinCo OP, FTAI or DevCo or DevCo OPany other Person required to provide information under this Article VIII, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing information- 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation Action or other dispute filed prior to the end of the Access Period such period until such litigation Action or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Lawslaws) by a Governmental Authority having jurisdiction over such requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, arbitration or other similar requirements (other than in connection with any action, suit or proceeding Action in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP FTAI Infrastructure shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo FTAI Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP FTAI shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo FTAI Infrastructure Group pursuant to Section 8.1(a), in each case, case to enable the requesting party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (FTAI Infrastructure Inc.), Separation and Distribution Agreement (Fortress Transportation & Infrastructure Investors LLC), Separation and Distribution Agreement (FTAI Infrastructure LLC)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), and except as set forth in any Ancillary Agreement, for a period of seven three (73) years following the Distribution Date (the “Access Period”) following the Distribution Date), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP Ensign shall afford to any member of the SpinCo Pennant Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Pennant Group’s 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 DevCo Ensign Group immediately following the Distribution Date that relates to any member of the SpinCo Pennant Group or the SpinCo Pennant Business, and (ii) SpinCo Pennant shall afford to any member of the DevCo Ensign Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Ensign Group’s 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 SpinCo Pennant Group immediately following the Distribution Date that relates to any member of the DevCo Ensign Group or the DevCo Ensign Business; provided, however, that in the event that SpinCo Pennant or SpinCo OP, or DevCo or DevCo OPEnsign, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any tax audit or proceeding or other third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP Pennant shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo Ensign Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP Ensign shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo Pennant Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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: Master Separation Agreement (Pennant Group, Inc.), Separation Agreement (Ensign Group, Inc), Master Separation Agreement (Pennant Group, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) DevCo and DevCop OP shall afford to any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Group’s 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 DevCo Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo Business; provided, however, that in the event that SpinCo or SpinCo OP, or DevCo or DevCo OP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that, in the event that the responding Person, in its sole discretion, determines that complying with such request or the provision of any such information would violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the responding Person shall not be obligated to provide such information; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, arbitration or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP shall use its reasonable efforts to cooperate with any requests from any member of the DevCo Group pursuant to Section 8.1(a), and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (Aimco OP L.P.), Separation and Distribution Agreement (Aimco Properties L.P.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), and except as set forth in any Ancillary Agreement, for a period of seven five (75) years following the Distribution Date (the “Access Period”) following the Distribution Date), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP Exelon shall afford to any member of the SpinCo Constellation Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Constellation Group’s 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 DevCo Exelon Group immediately following the Distribution Date that relates to any member of the SpinCo Constellation Group or the SpinCo Constellation Business, and and (ii) SpinCo Constellation shall afford to any member of the DevCo Exelon Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Exelon Group’s 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 SpinCo Constellation Group immediately following the Distribution Date that relates to any member of the DevCo Exelon Group or the DevCo Exelon Business; provided, however, that in the event that SpinCo Constellation or SpinCo OP, or DevCo or DevCo OPExelon, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequenceconsequence (including, where appropriate, seeking a protective order); provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP shall use its reasonable efforts to cooperate with any requests from any member of the DevCo Group pursuant to Section 8.1(a), and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.that:

Appears in 2 contracts

Samples: Separation Agreement (Exelon Corp), Separation Agreement (Constellation Energy Corp)

Agreement for Exchange of Information. (a) Subject Except in the case of any adversarial Action or threatened adversarial Action related to this Agreement by any member of either the NHF Group or the NXRT Group against any member of the other Group (which will be governed by such discovery rules as may be applicable thereto), and subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP the NHF Group shall afford to any member of the SpinCo NXRT Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo NXRT Group’s 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 NHF Group immediately following the Effective Time that relates to any member of the NXRT Group or the NXRT Assets or NXRT Liabilities and (ii) the NXRT Group shall afford to any member of the NHF Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the NHF Group’s 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 DevCo NXRT Group immediately following the Distribution Date Effective Time that relates to any member of the SpinCo NHF Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession NHF Assets or under the control of any member of the SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo BusinessNHF Liabilities; provided, however, that in the event that SpinCo NXRT or SpinCo OP, or DevCo or DevCo OPNHF, as applicable, determine that any such provision of or access to 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 Contract or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing information 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for If any party determines that the exchange of any information under pursuant to Section 8.1(a) may is reasonably likely to violate any Law or binding Contract, or waive or jeopardize any attorney-client privilege, or attorney work product protection, such party will not be made: (i) required to comply with reporting, disclosure, filing provide access to or other requirements imposed on the requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over furnish such requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order information to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member of the other Group)party; provided, (iiihowever, that the parties will take all reasonable measures to permit compliance with Section 8.1(a) for use in compensation, benefit a manner that avoids any such harm or welfare plan administration consequence. NHF and NXRT intend that any provisions of access to or other bona fide business purposes, or (iv) to comply with the furnishing of information that would otherwise be within the ambit of any obligations under this Agreement or any Ancillary Agreementlegal privilege will not operate as a waiver of such privilege. (c) Without limiting After the generality Effective Time, each of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (NHF and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo NXRT will maintain in effect systems and SpinCo OP shall use its reasonable efforts to cooperate with any requests from any member of the DevCo Group pursuant to Section 8.1(a), and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, controls reasonably intended to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit members of the annual financial statements other Group to satisfy their respective known reporting, accounting, disclosure, audit, contractual and review of the quarterly financial statementsother obligations.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (NexPoint Residential Trust, Inc.), Separation and Distribution Agreement (NexPoint Residential Trust, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f11.1(b), at all times from and after the Distribution Date for a period of seven (7) years (the “Access Period”) following the Distribution Datesix years, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP Fortune Brands shall afford to any member of the SpinCo Group H&S Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo GroupH&S’s expense, provide copies of, all records, books, records, Contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of any member of the DevCo Group Fortune Brands immediately following the Distribution Date that relates to any member H&S, the H&S Business or the employees or former employees of the SpinCo Group or the SpinCo H&S Business, ; and (ii) SpinCo H&S shall afford to any member of the DevCo Group Fortune Brands Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s Fortune Brands’ expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information Information in the possession or under the control of any member of the SpinCo Group H&S immediately following the Distribution Date that relates to any member Fortune Brands, the Fortune Brands Business or the employees or former employees of the DevCo Group or the DevCo Fortune Brands Business; provided, however, that in the event that SpinCo either Fortune Brands or SpinCo OP, or DevCo or DevCo OP, as applicable, determine H&S determines that any such provision of or access to any information in response to a request under this Section 8.1(a) 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 request obligations in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A Either party hereto may request for information Information under Section 8.1(a11.1(a) may be madeor Section 11.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party or any of its Affiliates (including under applicable securities Lawsor Tax laws) by a Governmental Authority having jurisdiction over such requesting party, party or Affiliate thereof; (ii) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, Tax or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group Fortune Brands Party is adverse to any member of the other GroupH&S Party), ; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, ; or (iv) to comply with any its obligations under this Agreement or any Ancillary Transaction Agreement. (c) Without limiting the generality of Section 8.1(a)the foregoing, until the end of the first full H&S fiscal year following occurring after the Distribution Date (and for a reasonable period of time thereafter afterwards as required for any each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP each party hereto shall use its commercially reasonable efforts to cooperate with any the other party’s Information requests from any member of the DevCo Group pursuant to Section 8.1(a), and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (Fortune Brands Home & Security, Inc.), Separation and Distribution Agreement (Fortune Brands Home & Security LLC)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access Period”) of three (3) years following the Distribution DateDate or until the termination of the SMTA Asset Management Agreement, whichever is longer, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP SRC shall afford to any member of the SpinCo SMTA Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo SMTA Group’s 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 DevCo SRC Group immediately following the Distribution Date that relates to any member of the SpinCo SMTA Group or the SpinCo Business, SMTA Assets and (ii) SpinCo SMTA shall afford to any member of the DevCo SRC Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo SRC Group’s 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 SpinCo SMTA Group immediately following the Distribution Date that relates to any member of the DevCo SRC Group or the DevCo BusinessSRC Assets; provided, however, that in the event that SpinCo SMTA or SpinCo OP, or DevCo or DevCo OPSRC, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement.[Reserved] (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP SMTA shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo SRC Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP SRC shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo SMTA Group pursuant to Section 8.1(a), in each case, case to enable the requesting party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting 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 (Spirit MTA REIT), Separation and Distribution Agreement (Spirit MTA REIT)

Agreement for Exchange of Information. (a) Subject Each of the Parties agrees to Section 8.1(bprovide, or shall cause each member of its respective Group to provide (a "PROVIDING PARTY") and Section 8.8(f(except in the case of a dispute brought by one Party against another Party, which shall be governed by the discovery rules of applicable state or federal law), for to each other Party or any member of such Party's respective Group (a period of seven (7) years (the “Access Period”) following the Distribution Date"REQUESTING PARTY"), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) DevCo and DevCop OP shall afford to therefor, any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information Information in the possession or under the control of any member a Providing Party, and to make available, the former, current and future directors, officers, managers, employees and other personnel and agents of the DevCo Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and Providing Party (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo Business; provided, however, that in the event that SpinCo or SpinCo OP, or DevCo or DevCo OP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing business demands of such person reasonably allow), within its control or knowledge-sharing provisions are contained in any of which it otherwise has the Ancillary Agreementsability to make available, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, to the extent that the Access Period shall be extended with respect Requesting Party reasonably needs such Information or person, regardless of whether such information relates or may relate to requests (including requests for information a matter subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: indemnification hereunder, (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Requesting Party (including under applicable securities Lawslaws) by a Governmental Authority having jurisdiction over such requesting partythe Requesting Party, (ii) for use in any other judicialRegulatory Proceeding, regulatory, administrative judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member of the other Group)requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any its obligations under this Agreement or any Ancillary AgreementAgreement or (iv) in connection with the ongoing businesses of a Requesting Party, including preparation of financial statements; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any law (including any substantive rule of the PUCT) or agreement, or waive any attorney-client privilege, the Requesting Party and the Providing Party shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. The Requesting Party shall bear all costs and expenses in connection therewith (unless the Requesting Party is entitled to indemnification therefor under Article III). (b) Any Information owned by a Party that is provided to a Requesting Party pursuant to this Section 6.3 shall be deemed to remain the property of the Providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. (c) Without limiting To facilitate the generality possible exchange of Information pursuant to this Section 8.1(a)6.3 and other provisions of this Agreement after the Separation Date, until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party each Party agrees to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP shall use its reasonable commercial efforts to cooperate retain all Information in its respective possession or control on and after the Separation Date substantially in accordance with any requests from its policies as in effect on the Separation Date. No Party shall amend its (or any member of its respective Group's) record retention policies in any manner that would materially affect its ability to comply with its obligations under this Section 6.3 without giving thirty (30) days prior written notice of such change in the DevCo Group policy to the other Parties. No Party will destroy, or permit any of its Subsidiaries to destroy, any Information that exists on or after the Separation Date (other than Information that is permitted to be destroyed under the current record retention policy of such Party) without first using its reasonable commercial efforts to notify the other Parties of the proposed destruction and giving the other Parties the opportunity to take possession of such Information prior to such destruction. (d) No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Section 8.1(ais found to be inaccurate, in the absence of willful misconduct by the Party providing such Information. No Party shall have any liability to any other Party if any Information is destroyed or lost after reasonable commercial efforts by such Party to comply with the provisions of Section 6.3(c). (e) Each Requesting Party agrees to hold, and DevCo and DevCo OP shall use its reasonable efforts to cooperate with any requests from any cause each member of its respective Group and their respective officers, employees, agents, consultants and advisors to hold, any Confidential Information in strict confidence and not to disclose or release any Confidential Information without the SpinCo Group prior written consent of the Providing Party; provided, that a Requesting Party may disclose, or may permit disclosure of, any Confidential Information (i) to its auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Requesting Party and in respect of whose failure to comply with such obligations, as the case may be, will be responsible, (ii) to the extent a Requesting Party is compelled to disclose any such Confidential Information by judicial or administrative process or, in the opinion of legal counsel, by applicable Legal Requirements, or (iii) as otherwise required by the rules of the applicable securities exchange wherein such Requesting Party's securities may be listed. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to Section 8.1(a)clause (ii) above, in each case, to enable a Requesting Party shall promptly notify the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit Providing Party of the annual financial statements existence of such request or demand and review shall provide the Providing Party a reasonable opportunity to seek an appropriate protective order or other remedy, which both Parties will cooperate in seeking to obtain. In the event that such appropriate protective order or other remedy is not obtained, the Requesting Party shall furnish, or cause to be furnished, only that portion of the quarterly financial statementsConfidential Information that is legally required to be disclosed. Notwithstanding anything to the contrary set forth herein, a Requesting Party shall be deemed to have satisfied its obligations hereunder with respect to Confidential Information if it exercises the same degree of care (but no less than a reasonable degree of care) as it takes to preserve confidentiality for its own similar Information.

Appears in 1 contract

Samples: Master Separation Agreement (Txu Us Holdings Co)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period Until the termination of seven (7) years the Administrative Services Agreement (the “Access Period”) following the Distribution Date), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) DevCo FHP and DevCop FHP OP shall afford to any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Group’s 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 DevCo FHP Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo FHP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo FHP Group’s 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo FHP Group or the DevCo FHP Business; provided, however, that in the event that SpinCo or SpinCo OPOC, or DevCo FHP or DevCo FHP OP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that, in the event that the responding Person, in its sole discretion, determines that complying with such request or the provision of any such information would violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the responding Person shall not be obligated to provide such information; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on During the requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over such requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs)Access Period, SpinCo and SpinCo OP OC shall use its reasonable efforts to cooperate with any requests from any member of the DevCo FHP Group pursuant to Section 8.1(a), and DevCo FHP and DevCo FHP OP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such 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 (Freehold Properties, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven three (73) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP Inland American shall afford to any member of the SpinCo Xenia Group and their authorized accountants, counsel and other designated representatives representatives, reasonable access during normal business hours to, or, or at the SpinCo Xenia Group’s expense, 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 DevCo Inland American Group immediately following the Distribution Date that relates to any member of the SpinCo Xenia Group or the SpinCo Business, Xenia Assets and (ii) SpinCo Xenia shall afford to any member of the DevCo Inland American Group and their authorized accountants, counsel and other designated representatives representatives, reasonable access during normal business hours to, or, or at the DevCo Inland American Group’s expense, 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 SpinCo Xenia Group immediately following the Distribution Date that relates to any member of the DevCo Inland American Group or the DevCo BusinessInland American Assets; provided, however, that in the event that SpinCo Xenia or SpinCo OP, or DevCo or DevCo OPInland American, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any a 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing information- 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute Action filed prior to the end of such period, including each of the Access Period Named Actions, until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities Lawslaws) by a Governmental Authority having jurisdiction over such requesting partyParty, (ii) for use in any other judicial, regulatory, administrative or other Action or proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding Action in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary AgreementAgreement or (v) in connection with any Action relating to the Named Actions. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP Xenia shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo Inland American Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP Inland American shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo Xenia Group pursuant to Section 8.1(a), in each case, case to enable the requesting party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting partyParty’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 (Xenia Hotels & Resorts, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using commercially reasonable efforts to do so within five (5) Business Days): (i) DevCo and DevCop OP HCP shall afford to any member of the SpinCo QCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo QCP Group’s 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 DevCo HCP Group immediately following the Distribution Date that relates to any member of the SpinCo QCP Group or the SpinCo QCP Business, and (ii) SpinCo QCP shall afford to any member of the DevCo HCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo HCP Group’s 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 SpinCo QCP Group immediately following the Distribution Date that relates to any member of the DevCo HCP Group or the DevCo HCP Business; provided, however, that in the event that SpinCo QCP or SpinCo OP, or DevCo or DevCo OPHCP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP QCP shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo HCP Group pursuant to Section 8.1(a), and DevCo and DevCo OP HCP shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo QCP Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such 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 (Quality Care Properties, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) DevCo and DevCop OP HCP shall afford to any member of the SpinCo QCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo QCP Group’s 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 DevCo HCP Group immediately following the Distribution Date that relates to any member of the SpinCo QCP Group or the SpinCo QCP Business, and (ii) SpinCo QCP shall afford to any member of the DevCo HCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo HCP Group’s 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 SpinCo QCP Group immediately following the Distribution Date that relates to any member of the DevCo HCP Group or the DevCo HCP Business; provided, however, that in the event that SpinCo QCP or SpinCo OP, or DevCo or DevCo OPHCP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to 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 requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP QCP shall use its reasonable efforts to cooperate with any requests from any member of the DevCo HCP Group pursuant to Section 8.1(a), and DevCo and DevCo OP HCP shall use its reasonable efforts to cooperate with any requests from any member of the SpinCo QCP Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such 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 (Hcp, Inc.)

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven three (73) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) DevCo and DevCop OP Inland American shall afford to any member of the SpinCo Xenia Group and their authorized accountants, counsel and other designated representatives representatives, reasonable access during normal business hours to, or, or at the SpinCo Xenia Group’s expense, 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 DevCo Inland American Group immediately following the Distribution Date that relates to any member of the SpinCo Xenia Group or the SpinCo Business, Xenia Assets and (ii) SpinCo Xenia shall afford to any member of the DevCo Inland American Group and their authorized accountants, counsel and other designated representatives representatives, reasonable access during normal business hours to, or, or at the DevCo Inland American Group’s expense, 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 SpinCo Xenia Group immediately following the Distribution Date that relates to any member of the DevCo Inland American Group or the DevCo BusinessInland American Assets; provided, however, that in the event that SpinCo Xenia or SpinCo OP, or DevCo or DevCo OPInland American, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any a 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing information- 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 requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute Action filed prior to the end of such period, including each of the Access Period Named Actions, until such litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Lawslaws) by a Governmental Authority having jurisdiction over such requesting party, (ii) for use in any other judicial, regulatory, administrative or other Action or proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding Action in which any member of a Group is adverse to any member 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 any obligations under this Agreement or any Ancillary AgreementAgreement or (v) in connection with any Action relating to the Named Actions. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), SpinCo and SpinCo OP Xenia shall use its commercially reasonable efforts to cooperate with any requests from any member of the DevCo Inland American Group pursuant to Section 8.1(a), ) and DevCo and DevCo OP Inland American shall use its commercially reasonable efforts to cooperate with any requests from any member of the SpinCo Xenia Group pursuant to Section 8.1(a), in each case, case to enable the requesting party Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such 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 (Xenia Hotels & Resorts, Inc.)

Agreement for Exchange of Information. (a) Subject Each of GECAS and GLL, on behalf of its respective Group, agrees to Section 8.1(b) and Section 8.8(f)use reasonable commercial efforts to provide, for a period of seven (7) years (or cause to be provided, to the “Access Period”) following the Distribution Dateother Group, as soon as reasonably practicable after written request (and using reasonable efforts therefor in accordance with the provisions hereof but subject to do so within five (5) Business Days): (i) DevCo and DevCop OP shall afford to any member Section 13.04 of the SpinCo Group and their authorized accountantsMaster Servicing Agreement, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information any Information in the possession or under the control of any member of the DevCo such Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo Business; provided, however, that in the event that SpinCo or SpinCo OP, or DevCo or DevCo OP, as applicable, determine that any such provision of or access to 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 compliance with such request in a manner that avoids any such harm or consequence; provided, further, 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 requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed period prior to the end of date hereof (it being agreed that the Access Period until such litigation applicable Servicing Agreement shall apply to Information to be provided by GECAS or dispute is finally resolved. (bits Group relating to any period after the date hereof) A request for information under Section 8.1(a) may that the requesting party reasonably believes shall be made: necessary (i) to comply with reporting, disclosure, filing or or (b) other requirements requirements, including with respect to audited financial statements, imposed on the requesting party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over such the requesting party, or (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or , in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (each case other than claims or allegations that one party to this Agreement has against the other; provided, however, that neither party shall be required to provide Information (x) previously made available by either party in connection with any action, suit or proceeding in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposesTransactions, or (ivy) to comply with if the provision of such Information could reasonably be commercially detrimental, violate any obligations under this Agreement Law or agreement, or waive any Ancillary Agreementattorney-client privilege. (c) Without limiting For the generality of Section 8.1(a)six-month period beginning on the date hereof, until the end GECAS shall provide reasonable access to members of the first full fiscal year following GLL Group and their designated advisors to such Finance and Operations employees of GECAS as have been working on the Distribution Date GECAS deal teams in connection with the Transactions, such access to be in a similar fashion as that prior to the Closing Date, but as coordinated through the individual designated by GECAS pursuant to Section 5.05 of each of the Servicing Agreements and taking into account that these services shall not interfere with the performance by such employees of their primary responsibilities for and at GECAS. (and for a reasonable period of time thereafter as required for any d) The requesting party shall, if so instructed by the party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs)request for Information has been made, SpinCo and SpinCo OP shall use its reasonable efforts to cooperate best efforts, at its own expense, in connection with any requests from any member compliance or use described in clause (i) or (ii) of subsection 2.1(a), to obtain confidential treatment of Information provided or otherwise limit the content or scope of the DevCo Group pursuant to Section 8.1(a), Information requested and DevCo and DevCo OP shall use its reasonable efforts to cooperate disclosure in connection with any requests from any member of such compliance or use, as instructed by the SpinCo Group pursuant to Section 8.1(a), in each case, to enable the requesting party to meet its timetable which the request for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statementsInformation has been made.

Appears in 1 contract

Samples: Transitional Support Agreement (Genesis Lease LTD)