Production of Witnesses; Records; Further Cooperation. (a) For the time period described in Section 17.01, except in the case of an adversarial Action or threatened adversarial Action by either TWX or Time or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, each of TWX and Time shall take all reasonable steps to make available, upon written request, the former, current and future directors, officers, Employees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and shall retain and make available any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that 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 Action or threatened or contemplated Action (including preparation for such Action) in which TWX or Time, as applicable, may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith. The obligations of the TWX Group and the Time Group pursuant to this Section 17.02 shall remain in effect until the later of (i) the date all audits of all Benefit Plans with respect to which a Party may have Information have been completed or (ii) the date the applicable statute of limitations with respect to such audits has expired.
Appears in 4 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Time Inc.), Employee Matters Agreement (Time Inc.)
