Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Each of KAR and SpinCo acknowledge and agree that certain books, records and other tangible Information is and, as of the Effective Time, will be stored in locations that will be allocated, assigned, transferred, conveyed and delivered to the KAR Group or the SpinCo Group, as the case may be, and that from and after the Effective Time, such tangible books and records may remain at the current locations thereof, subject to the terms and conditions of this Article VI. From and after the Effective Time, (i) each member of the SpinCo Group shall be permitted to obtain from the KAR Group, and KAR shall cause each member of the KAR Group to cooperate to provide and deliver to SpinCo or the applicable member of the SpinCo Group, the originals of all books, records and other tangible Information that constitutes SpinCo Assets, subject to the terms and conditions of this Article VI, and (ii) each member of the KAR Group shall be permitted to obtain from the SpinCo Group, and SpinCo shall cause each member of the SpinCo Group to cooperate to provide and deliver to KAR or the applicable member of the KAR Group, the originals of all books, records and other tangible Information that constitutes KAR Assets, subject to the terms and conditions of this Article VI. For the avoidance of any doubt, (i) each member of the KAR Group shall be permitted to deliver any books, records or other tangible Information that constitutes SpinCo Assets to SpinCo (or such location as may be designated by SpinCo), (ii) each member of the SpinCo Group shall be permitted to deliver any books, records or other tangible Information that constitutes KAR Assets to KAR (or such location as may be designated by KAR), and (iii) subject to Section 6.4, neither Party nor any member of its Group shall be required to store or maintain any books, records or other tangible Information for the benefit of the other Party or its Group. (b) Subject to Section 6.9 and any other applicable confidentiality obligations, each of KAR and SpinCo, on behalf of itself and each member of such Party’s Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or such Party’s Group which the requesting Party or such Party’s Group to the extent that (i) such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the KAR Business, or any KAR Asset or KAR Liability, if KAR is the requesting Party, (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental in any material respect to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4. (c) Without limiting the generality of the foregoing, until the first SpinCo fiscal year end occurring after the Effective Time (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 (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act, and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

Agreement for Exchange of Information. (a) Each of KAR Tech and SpinCo Fuels acknowledge and agree that certain books, records and other tangible Information is and, as of the Effective Time, will be stored in locations that will be allocated, assigned, transferred, conveyed and delivered to the KAR Tech Group or the SpinCo Fuels Group, as the case may be, and that from and after the Effective Time, such tangible books and records may remain at the current locations thereof, subject to the terms and conditions of this Article VI. V. From and after the Effective Time, (i) each member of the SpinCo Fuels Group shall be permitted to obtain from the KAR Tech Group, and KAR Tech shall cause each member of the KAR Tech Group to cooperate to provide and deliver to SpinCo Fuels or the applicable member of the SpinCo Fuels Group, the originals of all books, records and other tangible Information that constitutes SpinCo Fuels Assets, subject to the terms and conditions of this Article VIV, and (ii) each member of the KAR Tech Group shall be permitted to obtain from the SpinCo Fuels Group, and SpinCo Fuels shall cause each member of the SpinCo Fuels Group to cooperate to provide and deliver to KAR Tech or the applicable member of the KAR Tech Group, the originals of all books, records and other tangible Information that constitutes KAR Tech Assets, subject to the terms and conditions of this Article VI. V. For the avoidance of any doubt, (i) each member of the KAR Tech Group shall be permitted to deliver any books, records or other tangible Information that constitutes SpinCo Fuels Assets to SpinCo Fuels (or such location as may be designated by SpinCoFuels), (ii) each member of the SpinCo Fuels Group shall be permitted to deliver any books, records or other tangible Information that constitutes KAR Tech Assets to KAR Tech (or such location as may be designated by KARTech), and (iii) subject to Section 6.45.04, neither Party nor any member of its Group shall be required to store or maintain any books, records or other tangible Information for the benefit of the other Party or its Group. (b) Subject to Section 6.9 5.09 and any other applicable confidentiality obligations, each of KAR Tech and SpinCoFuels, on behalf of itself and each member of such Party’s Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or such Party’s Group which the requesting Party or such Party’s Group to the extent that (i) such information relates to the SpinCo Fuels Business, or any SpinCo Fuels Asset or SpinCo Fuels Liability, if SpinCo Fuels is the requesting Party, or to the KAR Tech Business, or any KAR Tech Asset or KAR Tech Liability, if KAR Tech is the requesting Party, (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental in any material respect to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 5.01 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 5.01 shall expand the obligations of a Party under Section 6.45.04. (c) Without limiting the generality of the foregoing, until the first SpinCo Fuels fiscal year end occurring after the Effective Time (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 (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act, and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

Agreement for Exchange of Information. (a) Each of KAR Logiq and SpinCo Lova acknowledge and agree that certain books, records and other tangible Information is and, as of the Effective Time, will be stored in locations that will be allocated, assigned, transferred, conveyed and delivered to the KAR Logiq Group or the SpinCo AppLogiq Group, as the case may be, and that from and after the Effective Time, such tangible books and records may remain at the current locations thereof, subject to the terms and conditions of this Article VI. V. From and after the Effective Time, (i) each member of the SpinCo AppLogiq Group shall be permitted to obtain from the KAR Logiq Group, and KAR Logiq shall cause each member of the KAR Logiq Group to cooperate to provide and deliver to SpinCo Lova or the applicable member of the SpinCo AppLogiq Group, the originals of all books, records and other tangible Information that constitutes SpinCo AppLogiq Assets, subject to the terms and conditions of this Article VIV, and (ii) each member of the KAR Logiq Group shall be permitted to obtain from the SpinCo AppLogiq Group, and SpinCo Lova shall cause each member of the SpinCo AppLogiq Group to cooperate to provide and deliver to KAR Logiq or the applicable member of the KAR Logiq Group, the originals of all books, records and other tangible Information that constitutes KAR Logiq Assets, subject to the terms and conditions of this Article VI. V. For the avoidance of any doubt, (i) each member of the KAR Logiq Group shall be permitted to deliver any books, records or other tangible Information that constitutes SpinCo AppLogiq Assets to SpinCo Lova (or such location as may be designated by SpinCoLova), (ii) each member of the SpinCo AppLogiq Group shall be permitted to deliver any books, records or other tangible Information that constitutes KAR Logiq Assets to KAR Logiq (or such location as may be designated by KARTech), and (iii) subject to Section 6.45.4, neither Party nor any member of its Group shall be required to store or maintain any books, records or other tangible Information for the benefit of the other Party or its Group. (b) Subject to Section 6.9 5.9 and any other applicable confidentiality obligations, each of KAR Logiq and SpinCoLova, on behalf of itself and each member of such Party’s Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or such Party’s Group which the requesting Party or such Party’s Group to the extent that (i) such information relates to the SpinCo AppLogiq Business, or any SpinCo Lova Asset or SpinCo Lova Liability, if SpinCo Lova is the requesting Party, or to the KAR Logiq Business, or any KAR Logiq Asset or KAR Logiq Liability, if KAR Logiq is the requesting Party, (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental in any material respect to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 5.1 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 5.1 shall expand the obligations of a Party under Section 6.45.4. (c) Without limiting the generality of the foregoing, until the first SpinCo Lova fiscal year end occurring after the Effective Time (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 (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act, and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

Agreement for Exchange of Information. (a) Each of KAR AWI and SpinCo AFI acknowledge and agree that certain books, records and other tangible Information is and, as of the Distribution Effective Time, will be stored in locations that will be allocated, assigned, transferred, conveyed and delivered to the KAR AWI Group or the SpinCo AFI Group, as the case may be, and that from and after the Distribution Effective Time, such tangible books and records may remain at the current locations thereof, subject to the terms and conditions of this Article VI. From and after the Distribution Effective Time, (i) each member of the SpinCo AFI Group shall be permitted to obtain from the KAR AWI Group, and KAR AWI shall cause each member of the KAR AWI Group to cooperate to provide and deliver to SpinCo AFI or the applicable member of the SpinCo AFI Group, the originals of all books, records and other tangible Information that constitutes SpinCo AFI Assets, subject to the terms and conditions of this Article VI, and (ii) each member of the KAR AWI Group shall be permitted to obtain from the SpinCo AFI Group, and SpinCo AFI shall cause each member of the SpinCo AFI Group to cooperate to provide and deliver to KAR AWI or the applicable member of the KAR AWI Group, the originals of all books, records and other tangible Information that constitutes KAR AWI Assets, subject to the terms and conditions of this Article VI. For the avoidance of any doubt, (ix) each member of the KAR AWI Group shall be permitted to deliver any books, records or other tangible Information that constitutes SpinCo AFI Assets to SpinCo AFI (or such location as may be designated by SpinCoAFI), (iiy) each member of the SpinCo AFI Group shall be permitted to deliver any books, records or other tangible Information that constitutes KAR AWI Assets to KAR AWI (or such location as may be designated by KARAWI), and (iiiz) subject to Section 6.4, neither Party nor any member of its Group shall be required to store or maintain any books, records or other tangible Information for the benefit of the other Party or its Group. (b) Subject to Section 6.9 and any other applicable confidentiality obligations, each of KAR AWI and SpinCoAFI, on behalf of itself and each member of such Party’s Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or such Party’s Group which the requesting Party or such Party’s Group to the extent that (i) such information relates to the SpinCo AFI Business, or any SpinCo AFI Asset or SpinCo AFI Liability, if SpinCo AFI is the requesting Party, or to the KAR AWI Business, or any KAR AWI Asset or KAR AWI Liability, if KAR AWI is the requesting Party, (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental in any material respect to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4. (c) Without limiting the generality of the foregoing, until the first SpinCo AFI fiscal year end occurring after the Distribution Effective Time (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 (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act, and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.