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Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Except for any request for Information relating to any Legal Proceeding or threatened Legal Proceeding by any Cogint Entity or SpinCo Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 6.2(b), each of Cogint and SpinCo, on behalf itself and the members of its respective Group, shall use reasonable efforts to provide, to the other Group, at any time prior to, on or after the Business Transfer Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Laws in respect of Taxes) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement, any agreement listed in Section 2.3(b) or any other agreements or arrangements entered into prior to the Business Transfer Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangement. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create Information not already in its possession or control. (b) If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Cogint and SpinCo intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.

Appears in 4 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Cogint, Inc.), Separation and Distribution Agreement (Red Violet, Inc.)

Agreement for Exchange of Information. (a) Except for any request for Information relating to any Legal Proceeding or threatened Legal Proceeding by any Cogint Parent Entity or SpinCo New BBX Capital Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 6.2(b), each of Cogint Parent and SpinCoNew BBX Capital, on behalf of itself and the members of its respective Group, shall use commercially reasonable best efforts to provide, to the other Group, at any time prior to, on or after the Business Transfer Effective Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws or Laws in respect of Taxes) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement, any agreement Contract listed in Section 2.3(b) or any other agreements or arrangements Contract entered into prior to the Business Transfer Effective Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangementContract. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create any Information or provide access to or furnish Information not already in its possession or control. (b) If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Cogint Parent and SpinCo New BBX Capital intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Corp), Separation and Distribution Agreement (BBX Capital Florida LLC)

Agreement for Exchange of Information. (a) Except for any request for Information relating to any Legal Proceeding or threatened Legal Proceeding by any Cogint Entity or SpinCo Entity against any member Each of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), EWS and subject to Section 6.2(b), each of Cogint and SpinCoSNI, on behalf itself and the members of its respective Group, shall use reasonable efforts agrees to provide, or cause to be provided, to the other GroupParty and its auditors, at any time prior tobefore, on or after the Business Transfer TimeDistribution Date, as soon as reasonably practicable after written request therefortherefor from such other Party, any Information in the possession or under the control of the members of such respective Group (including access to such Group’s accountants, personnel and facilities) that the requesting party Party reasonably requests needs (i) in connection to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or Laws in respect of Taxeslaws) by a Governmental Authority having jurisdiction over the requesting partyParty (including pursuant to Section 7.01(d)), (ii) for use in any other judicial, regulatory, administrative, Tax, insurance administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax litigation or other similar requirements, requirements or (iii) to comply with its obligations under this Agreement, Agreement or any Ancillary Agreement, any agreement listed in Section 2.3(b) or any other agreements or arrangements entered into prior to the Business Transfer Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangement. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create Information not already in its possession or control. (b) If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that in the event that any Party 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 provide any such Information and the Parties shall take all reasonable measures to permit compliance comply with the obligations pursuant to this Section 6.2(a7.01(a) in a manner that avoids mitigates any such violation, waiver harm or jeopardyconsequence to the extent practicable. Cogint The Parties agree to cooperate with each other and SpinCo intend that any provision of access take such commercially reasonable steps as may be practicable to or preserve the furnishing of Information that would otherwise be within attorney-client privilege with respect to the ambit disclosure of any legal privilege Information as contemplated by this Section 7.01(a). (b) Following the Effective Time each Party shall not operate as 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 March 1, 2010, 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 audit of annual financial statements and review of quarterly financial statements. (d) In order to enable the principal executive officer or officers and principal financial officer or officers of either Party to make the certifications required of them under SOX §302 with respect to any fiscal period ended in which any member of its Group was a waiver subsidiary of the other Party, no later than the 15th day of the month following each such fiscal quarter end, the other Party shall cause its officers or employees to provide such Party with the certification statements with respect to such quarter or portion thereof of such privilegeofficers and employees to those officers and employees of the other Party, in substantially the same form and manner as such officers or employees provided such certification statements prior to the Distribution Date, or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by any of the Separation transactions.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Scripps Networks Interactive, Inc.), Separation and Distribution Agreement (Scripps Networks Interactive, Inc.), Separation and Distribution Agreement (Scripps E W Co /De)

Agreement for Exchange of Information. (a) Except for any request for Information relating to any Legal Proceeding adversarial Action or threatened Legal Proceeding adversarial Action by any Cogint Starwood Entity or SpinCo Vistana Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 6.2(b), each of Cogint Starwood and SpinCoVistana, on behalf itself and the members of its respective Group, shall use reasonable efforts to provide, to the other Group, at any time prior to, on or after the Business Transfer Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Laws in respect of Taxes) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, the Merger Agreement, any Ancillary Agreement, any agreement listed in Section 2.3(b) or any other agreements or arrangements entered into prior to the Business Transfer Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangement. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create Information not already in its possession or control. Each Party agrees that, after the Effective Time, Information provided to the other Party or its Group pursuant to this Section 6.2 shall be subject to the confidentiality obligations in the applicable Confidentiality Agreements as if such Information were provided prior to the Business Transfer Time; provided, that, for the avoidance of doubt, for such purpose and after the Effective Time, the Vistana Entities shall be considered Representatives of ILG under the Vistana Confidentiality Agreement. (b) If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Cogint Starwood and SpinCo Vistana intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.

Appears in 2 contracts

Samples: Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc), Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc)

Agreement for Exchange of Information. (a) Except for any request for Information relating to any Legal Proceeding or threatened Legal Proceeding by any Cogint Parent Entity or SpinCo New BBX Capital Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 6.2(b), each of Cogint Parent and SpinCoNew BBX Capital, on behalf itself and the members of its respective Group, shall use commercially reasonable best efforts to provide, to the other Group, at any time prior to, on or after the Business Transfer Effective Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws or Laws in respect of Taxes) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement, any agreement Contract listed in Section 2.3(b) or any other agreements or arrangements Contract entered into prior to the Business Transfer Effective Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangementContract. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create any Information or provide access to or furnish Information not already in its possession or control. (b) If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Cogint Parent and SpinCo New BBX Capital intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Florida LLC)

Agreement for Exchange of Information. (a) Except for any request for Information relating to any Legal Proceeding in the case of an adversarial Action by one Party against another Party or threatened Legal Proceeding by any Cogint Entity one or SpinCo Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 6.2(b), each of Cogint and SpinCo, on behalf itself and the more members of its respective Group, shall use reasonable efforts to provide, to one Group against one or more members of the other Group, at any time prior to, on or after from the Business Transfer Timedate of this Agreement until six years following the Closing Date, as soon as reasonably practicable after a Party’s written request thereforrequest, any Information each of IHM and New CCOH shall provide the members of the other Group, as well as their Representatives, reasonable access during normal business hours to, or, at IHM or New CCOH’s written request, provide copies of, (i) all information in the possession or under the control of the members other Party and (ii) the relevant personnel and representatives used in the preparation of such Group that information as may be reasonably required by the requesting party reasonably requests (i) Party in connection with, among other things, compliance with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Laws in respect of Taxes) by a Governmental Authority having jurisdiction over Authority, any Action, or governmental investigations of the requesting partyParty, (ii) for use in any other judicialincluding without limitation the ongoing inquiries by the U.S. Securities and Exchange Commission and U.S. Department of Justice relating to the 2018 misappropriation incident at Clear Media Limited, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) enable the requesting Party to comply with its obligations under this Agreement, Agreement and any Ancillary Agreement, any agreement listed in Section 2.3(b) or any other agreements or arrangements entered into prior but only to the Business Transfer Time with respect extent that such information relates to which the requesting party requires Information from Party’s Business, any Outdoor Asset, Outdoor Liability, iHeart Asset or iHeart Liability, as applicable; provided that in the other Party event IHM or New CCOH, as applicable, determines that any such provision of information could be commercially detrimental in order to fulfill the requesting party’s obligations under such a material respect, violate any Law or agreement or arrangementwaive any attorney-client or attorney work product Privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids such harm or consequence. The receiving party may use any Information received Party providing information pursuant to this Section 6.2(a) solely 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.3. The Party requesting the information shall bear all reasonable and documented out-of-pocket expenses incurred by the providing Party in connection with such request; provided, that New CCOH shall not be so responsible for any such expenses to the extent reasonably necessary (i) the request for information arises out of its receipt of services under the Transition Services Agreement and (ii) such expenses would result in a duplication of charges under the Transition Services Agreement. All transfers of information and access to satisfy the applicable obligations or requirements described information pursuant to this Agreement, in the immediately preceding sentence and shall otherwise take reasonable steps particular pursuant to protect such Information. Nothing in this Section 6.2 may 6.1, and any Ancillary Agreement shall be construed as obligating a Party to create Information not already in its possession or controlaccordance with applicable Law. (b) If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party shall not be required The Parties’ obligations to provide access information and cooperation with respect to or furnish such Information to Taxes shall be governed by the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Cogint and SpinCo intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilegeNew Tax Matters Agreement.

Appears in 2 contracts

Samples: Settlement and Separation Agreement, Settlement and Separation Agreement (Clear Channel Outdoor Holdings, Inc.)