Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, as soon as reasonably practicable after written request: (i) the Potlatch Group shall at Clearwater’s expense afford to Clearwater, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group following the Distribution Date that relates to the Clearwater Group or the Pulp-Based Business; and (ii) the Clearwater Group shall at Potlatch’s expense afford to Potlatch, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all Information in the possession or under the control of the Clearwater Group following the Distribution Date that relates to the Potlatch Group or the Retained Business; provided, however, that in the event that either Party determines that any such provision of or access to Information could be commercially detrimental, violate any Law or Contract or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party may request Information under Section 12.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Laws) by a Governmental Entity having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement.

Agreement for Exchange of Information. (a) At all times Subject to any limitations or restrictions pursuant to any applicable Law, from and after the Distribution DateDate for a period of ten years, each of Noble and Paragon agrees to provide or make available, or cause to be provided or make available, to each other as soon as reasonably practicable after written request: request therefor (i) except as otherwise provided in this Agreement or in any Ancillary Agreement, at the Potlatch Group shall at Clearwater’s sole cost and expense afford to Clearwater, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group following the Distribution Date that relates to the Clearwater Group or the Pulp-Based Business; and (ii) the Clearwater Group shall at Potlatch’s expense afford to Potlatchrequesting party), its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all any Information in the possession or under the control of such Party or a member of its applicable Group that the Clearwater Group following requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the Distribution Date that relates requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit requirements (whether in connection with audits conducted by independent accounting firms, internal audits, or audits conducted by third parties entitled to do so by Contract, including customers and vendors), or in connection with accounting, claims, insurance, regulatory, litigation or other similar requirements, except in the Potlatch Group case of a Dispute subject to Article V (which shall be governed by such discovery rules as may be applicable under Article V), or the Retained Business(iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that either any Party determines that any such provision (or making available) of or access Information is reasonably likely to Information could be commercially detrimental, violate any Law or Contract Contract, or waive any attorney-client privilegePrivilege with respect to a third party, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (ba) Either Party may request Information under Section 12.1(a) After the Distribution Date, (i) each Party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the other Party to satisfy its reporting, accounting, audit and other obligations, and (ii) each Party shall as soon as reasonably practicable, provide, or cause to be provided, to the other Party and its Subsidiaries (in such form as the providing Party retains such Information for its own use), all financial and other data and Information in such Party’s possession or control as the requesting Party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. The Party requesting Information agrees to reimburse the Party providing Information for the reasonable out-of-pocket and internal allocated costs, if any, of creating, gathering and copying such Information (other than information provided pursuant to Section 6.5), including the costs of having a third party perform such creating, gathering and copying. (b) Any Information owned by a Party that is provided to a requesting Party pursuant to this Section 6.4 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. (c) To facilitate the possible exchange of Information pursuant to this Section 6.4 and other provisions of this Agreement after the Distribution Date, except as otherwise provided in any Ancillary Agreement, each Party agrees to use its commercially reasonable efforts to retain all Information in its respective possession or control on the Distribution Date substantially in accordance with its policies as in effect on the Distribution Date (which, for Paragon and its Subsidiaries, shall be deemed to be Noble’s policies). Except as set forth in the Tax Sharing Agreement, in the event that Paragon amends its retention policy within three (3) years after the Distribution Date, Paragon must give thirty days’ prior written notice of such change in the policy to Noble. No Party will destroy, or permit any of its Subsidiaries to destroy, any Information that exists on the Distribution Date (other than Information that is permitted to be destroyed under the current record retention policy described above) prior to the tenth anniversary of the date of this Agreement without first using its commercially reasonable efforts to notify the other Party of the proposed destruction and giving the other Party the opportunity to take possession of such Information prior to such destruction. (d) Except as otherwise provided for herein or in any Ancillary Agreement, neither Party shall have any liability to the other Party or any member of its respective Group or other Affiliates in the event that any Information exchanged or provided pursuant to this Section 6.4 is found to be inaccurate or incomplete (including by misstatement or omission), in the absence of willful misconduct or fraud by the Party providing such Information; provided, that Paragon shall be strictly liable for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all Information contained in Information supplied to Noble in connection with its filings under the Securities Act, the Exchange Act or other applicable securities Laws, the preparation of its financial statements or the preparation of any other public disclosures (as well as for the failure to provide such Information). Except as provided in the foregoing sentence, no Party shall have any liability to any other Party if any Information is destroyed or lost after commercially reasonable efforts by such Party to comply with reportingthe provisions of Section 6.4(c). (e) The rights and obligations granted under this Section 6.4 are subject to any specific limitations, disclosure, filing qualifications or other requirements imposed additional provisions on the requesting party sharing, exchange or confidential treatment of Information set forth in this Agreement and any Ancillary Agreement and to such procedures for the handling of Information as a Party may reasonably impose to meet legal requirements under data privacy or similar laws. (including f) Each Party hereto shall, except in the case of a dispute subject to Article V brought by one Party against the other Party (which shall be governed by such discovery rules as may be applicable under applicable securities Article V or tax Lawsotherwise), use its commercially reasonable efforts to make available to each other Party, upon written request, (i) by a Governmental Entity having jurisdiction over the former, current and future directors, officers, employees, other personnel and agents of such Party for fact finding, consultation and interviews and as witnesses to the extent such Persons may reasonably be required in connection with any Actions (other than Actions in which both Noble or any of its Subsidiaries, on the one hand, and Paragon or any of its Subsidiaries, on the other hand, as the case may be, are Parties and may be adverse to one another in such Action) in which the requesting party, Party may from time to time be involved relating to the conduct of the Paragon Business or the Noble Business and (ii) for use any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any other judicial, regulatory, administrative, tax judicial proceeding or other proceeding or in order which the requesting Party may from time to satisfy audittime be involved, accounting, claims defense, regulatory filings, litigation, tax regardless of whether such judicial proceeding or other similar requirements, (iii) for use proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Agreementconnection therewith.

Agreement for Exchange of Information. (a) At all times from Each of ADP and Broadridge, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Party and its auditors, at any time after the Distribution Date, as soon as reasonably practicable after written request: (i) the Potlatch Group shall at Clearwater’s expense afford to Clearwaterrequest therefor from such other Party, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group following the Distribution Date that relates to the Clearwater Group or the Pulp-Based Business; and (ii) the Clearwater Group shall at Potlatch’s expense afford to Potlatch, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all any Information in the possession or under the control of the Clearwater such respective Group following the Distribution Date that relates to the Potlatch Group or the Retained Business; provided, however, that in the event that either Party determines that any such provision of or (including access to Information could be commercially detrimentalsuch Group’s accountants, violate any Law or Contract or waive any attorney-client privilege, personnel and facilities) that the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either requesting Party may request Information under Section 12.1(a) reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or tax Lawslaws) by a Governmental Entity Authority having jurisdiction over the requesting partyParty (including pursuant to Section 7.1(d)), (ii) for use in any other judicial, regulatory, administrative, tax administrative or other proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation, tax litigation or other similar requirements, or (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall take all reasonable measures to permit the compliance with the obligations pursuant to this Section 7.1(a) in a manner that avoids any such harm or consequence. ADP and Broadridge intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. (b) Following the Distribution Date, each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder. (c) Until the end of the first full ADP fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts, consistent with past practice, to enable the other Party to meet its timetable for dissemination of its financial statements and enable such other Party’s auditors to timely complete their annual audit and quarterly financial statements. (d) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them under SOX §302, within thirty (30) days following the end of any fiscal quarter during which Broadridge is a Subsidiary of ADP, each Party shall cause its officers or employees to provide the other Party with the certification statements of such officers and employees with respect to such quarter or portion thereof, in substantially the same form and manner as such officers or employees provided such certification statements prior to the Distribution Date, or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the Separation, Distribution and any other transactions related thereto.

Agreement for Exchange of Information. (a) At Subject to Section 11.1(b), at all times from and after the Distribution DateDate for a period of six years, as soon as reasonably practicable after written request: (i) the Potlatch Group Fortune Brands shall at Clearwater’s expense afford to Clearwater, its Subsidiaries the H&S Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at H&S’s expense, provide copies of, all records, books, contractsContracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group Fortune Brands immediately following the Distribution Date that relates to H&S, the Clearwater Group H&S Business or the Pulp-Based employees or former employees of the H&S Business; and (ii) the Clearwater Group H&S shall at Potlatch’s expense afford to Potlatch, its Subsidiaries the Fortune Brands Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at Fortune Brands’ expense, provide copies of, all Information in the possession or under the control of the Clearwater Group H&S immediately following the Distribution Date that relates to Fortune Brands, the Potlatch Group Fortune Brands Business or the Retained employees or former employees of the Fortune Brands Business; provided, however, that in the event that either Party Fortune Brands or H&S determines that any such provision of or access to Information could would be commercially detrimentaldetrimental in any material respect, violate any Law law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party party hereto may request Information under Section 12.1(a11.1(a) or 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 or tax LawsTax laws) by a Governmental Entity Authority having jurisdiction over the such requesting party, party or Affiliate thereof; (ii) for use in any other judicial, regulatory, administrative, tax Tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax Tax or other similar requirementsrequirements (other than in connection with any action, suit or proceeding in which any Fortune Brands Party is adverse to any H&S Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes purposes; or (iv) to comply with its obligations under this Agreement or any Ancillary Transaction Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full H&S fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party hereto shall use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) At all times from and after the Distribution DateDate for a period of seven years, as soon as reasonably practicable after written request: (i) the Potlatch Group TXI Parties shall at Clearwater’s expense afford to Clearwater, its Subsidiaries the Chaparral Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours tohours, at Chaparral’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group TXI Parties immediately following the Distribution Date that relates to Chaparral, the Clearwater Group Chaparral Business, the Chaparral Business Employees or the Pulp-Based Businesstax returns required to be filed by Chaparral; and (ii) the Clearwater Group Chaparral Parties shall at Potlatch’s expense afford to Potlatch, its Subsidiaries the TXI Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at TXI’s expense, provide copies of, all Information in the possession or under the control of the Clearwater Group Chaparral Parties immediately following the Distribution Date that relates to the Potlatch Group or TXI, the Retained Business, the employees of TXI or tax returns required to be filed by TXI; provided, however, that in the event that either Party determines that any such provision of or access to Information could be commercially detrimental, violate any Law law or Contract agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party may request Information under Section 12.1(a) ): (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Lawslaws) by a Governmental Entity Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement.

Agreement for Exchange of Information. (a) At all times from and after the Distribution DateDate for a period of five years, as soon as reasonably practicable after written request: (i) the Potlatch Group Dxxx shall at Clearwater’s expense afford to ClearwaterTreeHouse, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours tohours, at TreeHouse’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group Dxxx immediately following the Distribution Date that relates to TreeHouse, the Clearwater Group Transferred Businesses or the Pulp-Based Businessemployees of the Transferred Businesses; and (ii) the Clearwater Group TreeHouse shall at Potlatch’s expense afford to PotlatchDxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at Dxxx’x expense, provide copies of, all Information in the possession or under the control of the Clearwater Group TreeHouse immediately following the Distribution Date that relates to Dxxx, the Potlatch Group Retained Business or the Retained Businessemployees of Dxxx; provided, however, that in the event that either Party determines that any such provision of or access to Information could be commercially detrimental, violate any Law law or Contract agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party may request Information under Section 12.1(a) ), (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Lawslaws) by a Governmental Entity Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Operating Agreement. The rights and obligations under this Article XII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement or any Operating Agreement or Shared Contract.

Agreement for Exchange of Information. (a) At all times from and after the Distribution DateDate for a period of ten years, as soon as reasonably practicable after written request: (i) the Potlatch Group TXI Parties shall at Clearwater’s expense afford to Clearwater, its Subsidiaries the Chaparral Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours tohours, at Chaparral’s expense and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group TXI Parties immediately following the Distribution Date that relates to Chaparral, the Clearwater Group Chaparral Business, the Chaparral Business Employees or the Pulp-Based Businesstax returns required to be filed by Chaparral; and (ii) the Clearwater Group Chaparral Parties shall at Potlatch’s expense afford to Potlatch, its Subsidiaries the TXI Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at TXI’s expense, provide copies of, all Information in the possession or under the control of the Clearwater Group Chaparral Parties immediately following the Distribution Date that relates to the Potlatch Group or TXI, the Retained Business, the employees of TXI or tax returns required to be filed by TXI; provided, however, that in the event that either Party determines that any such provision of or access to Information could be commercially detrimental, violate any Law law or Contract agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party may request Information under Section 12.1(a) ): (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Lawslaws) by a Governmental Entity Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement.

Agreement for Exchange of Information. (a) At Subject to Section 11.1(b), at all times from and after the Distribution DateDate for a period of six years, as soon as reasonably practicable after written request: ( i) the Potlatch Group Xxxx Xxx shall at Clearwater’s expense afford to Clearwater, its Subsidiaries the CoffeeCo Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at CoffeeCo’s expense, provide copies of, all records, books, contractsContracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group Xxxx Xxx immediately following the Distribution Date that relates to the Clearwater Group CoffeeCo Parties, the CoffeeCo Business or the Pulp-Based employees or former employees of the CoffeeCo Business; and (ii) the Clearwater Group CoffeeCo Parties shall at Potlatch’s expense afford to Potlatch, its Subsidiaries the Xxxx Xxx Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at Xxxx Xxx’x expense, provide copies of, all Information in the possession or under the control of the Clearwater Group CoffeeCo Parties immediately following the Distribution Date that relates to Xxxx Xxx, the Potlatch Group Xxxx Xxx Business or the Retained employees or former employees of the Xxxx Xxx Business; provided, however, that in the event that either Party Xxxx Xxx or CoffeeCo determines that any such provision of or access to Information could would be commercially detrimentaldetrimental in any material respect, violate any Law law, including competition law, or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Any Party may request Information under Section 12.1(a11.1(a) or Section 11.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party or any of its Affiliates (including under applicable securities or tax LawsTax laws) by a Governmental Entity Authority having jurisdiction over the such requesting party, Party or Affiliate thereof; (ii) for use in any other judicial, regulatory, administrative, tax Tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax Tax or other similar requirementsrequirements (other than in connection with any action, suit or proceeding in which any Xxxx Xxx Party is adverse to any CoffeeCo Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes purposes; or (iv) to comply with its obligations under this Agreement or any Ancillary Transaction Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full CoffeeCo fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other Parties’ auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) If after the Distribution Date any Party discovers any error or mistake in its financial statements, which error, if corrected prior to the Distribution Date, would have resulted in changes to the discovering Party’s financial statements (or would reasonably be anticipated to have resulted in changes to any other Party’s financial statements), then the discovering Party shall promptly notify the other Parties in writing, which writing shall set forth in reasonable detail, the nature of any such error and the Parties shall make such accounting adjustments to their respective financial statements as each determines, in its sole discretion, are required under the accounting standards applicable to such Party; provided, however, except as otherwise provided in this Agreement, no Party shall be required to pay any cash or other consideration to any other Party as a result of any such error.

Agreement for Exchange of Information. (a) At all times from Each of PARENT and SPINCO agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request: (i) the Potlatch Group shall at Clearwater’s expense afford to Clearwaterrequest therefore, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group following the Distribution Date that relates to the Clearwater Group or the Pulp-Based Business; and (ii) the Clearwater Group shall at Potlatch’s expense afford to Potlatch, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all any Information in the possession or under the control of such party that the Clearwater Group following requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Distribution Date that relates requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) in connection with the Potlatch Group ongoing businesses of PARENT or SPINCO, as the Retained Businesscase may be; providedPROVIDED, howeverHOWEVER, that in the event that either Party any party determines that any such provision of or access to Information could be commercially detrimental, violate any Law law or Contract agreement, or waive any attorney-client privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (ba) Either Party may request Information under Section 12.1(a) INTERNAL ACCOUNTING CONTROLS; FINANCIAL INFORMATION. After the Separation Date, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to comply with the extent necessary to enable the other party to satisfy its reporting, disclosureaccounting, filing audit and other obligations, and (ii) each party shall provide, or cause to be provided, to the other requirements imposed on the party and its Subsidiaries in such form as such requesting party (including under applicable securities or tax Laws) by a Governmental Entity having jurisdiction over shall request, at no charge to the requesting party, (ii) for use in any all financial and other judicial, regulatory, administrative, tax data and information as the requesting party determines necessary or other proceeding or advisable in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax prepare its financial statements and reports or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply filings with its obligations under this Agreement or any Ancillary AgreementGovernmental Authority.

Agreement for Exchange of Information. (a) At all times from Each of Astronics and MOD-PAC, on behalf of its respective Group, agrees to provide, or cause to be provided, to each other Group, at any time before or after the Distribution Date, as soon as reasonably practicable after written request: (i) the Potlatch Group shall at Clearwater’s expense afford to Clearwaterrequest therefor, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group following the Distribution Date that relates to the Clearwater Group or the Pulp-Based Business; and (ii) the Clearwater Group shall at Potlatch’s expense afford to Potlatch, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all any Information in the possession or under the control of such respective Group which the Clearwater Group following the Distribution Date that relates to the Potlatch Group or the Retained Business; provided, however, that in the event that either Party determines that any such provision of or access to Information could be commercially detrimental, violate any Law or Contract or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party may request Information under Section 12.1(a) requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Lawslaws) by a Governmental Entity Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other or (iii) for use in compensationsubject to clause (ii) above, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date, MOD-PAC shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the MOD-PAC Business that are located in archives retained or maintained by Astronics. MOD-PAC may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that MOD-PAC shall cause any such objects to be returned promptly in the same condition in which they were delivered to MOD-PAC and MOD-PAC shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Astronics. Nothing herein shall be deemed to restrict the access of any member of the Astronics Group to any such documents or objects or to impose any liability on any member of the Astronics Group if any such documents or objects are not maintained or preserved by Astronics. (c) After the date hereof, (i) each of Astronics and MOD-PAC shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) each of Astronics and MOD-PAC shall provide, or cause to be provided, to the other in such form as such other party shall request, at no charge to such other party, all financial and other data and information as such other party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information. (a) At all times from Each of Adaptec and Roxio agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request: (i) the Potlatch Group shall at Clearwater’s expense afford to Clearwaterrequest therefor, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of the Potlatch Group following the Distribution Date that relates to the Clearwater Group or the Pulp-Based Business; and (ii) the Clearwater Group shall at Potlatch’s expense afford to Potlatch, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and provide copies of, all any Information in the possession or under the control of such party that the Clearwater Group following requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Distribution Date that relates requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) in connection with the Potlatch Group ongoing businesses of Adaptec or Roxio, as the Retained Businesscase may be; providedPROVIDED, howeverHOWEVER, that in the event that either Party any party determines that any such provision of or access to Information could be commercially detrimental, violate any Law law or Contract agreement, or waive any attorney-client privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (ba) Either Party may request Information under Section 12.1(a) INTERNAL ACCOUNTING CONTROLS; FINANCIAL INFORMATION. Until the seventh anniversary of the Separation Date, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to comply with the extent necessary to enable the other party to satisfy its reporting, disclosureaccounting, filing audit and other obligations, and (ii) each party shall provide, or cause to be provided, to the other requirements imposed on the party and its Subsidiaries in such form as such requesting party (including under applicable securities or tax Laws) by a Governmental Entity having jurisdiction over shall request, at no charge to the requesting party, (ii) for use in any all financial and other judicial, regulatory, administrative, tax data and information as the requesting party determines necessary or other proceeding or advisable in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax prepare its financial statements and reports or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply filings with its obligations under this Agreement or any Ancillary AgreementGovernmental Authority.

Agreement for Exchange of Information. (a) At all times from and after the Distribution DateDate for a period of ten (10) years, as soon as reasonably practicable after written request: (i) the Potlatch Group Aon shall at Clearwater’s expense afford to ClearwaterCombined Specialty, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at Combined Specialty's expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”"INFORMATION") in the possession or under the control of the Potlatch Group Aon immediately following the Distribution Date that relates to Combined Specialty, the Clearwater Group Combined Specialty Business or employees of the Pulp-Based Combined Specialty Business; and (ii) the Clearwater Group Combined Specialty shall at Potlatch’s expense afford to PotlatchAon, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, and or, at Aon's expense, provide copies of, all Information in the possession or under the control of the Clearwater Group Combined Specialty immediately following the Distribution Date that relates to Aon, the Potlatch Group Retained Business or employees of the Retained Business; providedPROVIDED, howeverHOWEVER, that in the event that either Party determines that any such provision of or access to Information could be commercially detrimental, violate any Law law or Contract agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Either Party may request Information under Section 12.1(a) (iSECTION 12.1(a)(i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Lawslaws) by a Governmental Entity Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax Tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax Tax or other similar requirements, (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes or (iv) to comply with its obligations under this Agreement or any Ancillary Operating Agreement.