Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information: (a) After the applicable Relevant Time, upon the prior written request by LSC or Donnelley Financial for specific and identified Information which relates to (x) LSC or Donnelley Financial or the conduct of the LSC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. (b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. (c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Sharing Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged any applicable provisions of this Agreement or Confidential Informationany Ancillary Agreement:
(a) After the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial ADT NA for specific and identified Information which relates to (x) LSC or Donnelley Financial ADT NA or the conduct of the LSC Business or Donnelley Financial ADT North American R/SB Business, as the case may be, up to the applicable ADT NA Distribution Date, or (y) any Ancillary Agreement to which RRD and one Agreement, Tyco shall (or more of LSC and/or Donnelley Financial are partiesshall cause its Group member to) provide, as applicablesoon as reasonably practicable following the receipt of such request, RRD appropriate copies of such Information (or the originals thereof if ADT NA (or its Group member) has a reasonable need for such originals) in the possession or control of Tyco or any of its Affiliates or Subsidiaries, but only to the extent such items so relate; provided, however, that Tyco (or its applicable Group member) shall not be required to provide such copies to the extent that the provision of such would require Tyco (or its applicable Group member) to breach any confidentiality covenant or waive any attorney-client or other legal privilege.
(b) After the ADT NA Distribution Date, upon the prior written request by Tyco for specific and identified Information which relates to (x) Tyco or the conduct of the Tyco Retained Business, up to the ADT NA Distribution Date, or (y) any Ancillary Agreement, ADT NA shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Tyco (or its Group member) (including for these purposes any member of the Party making the request Flow Control Group) has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC ADT NA or any of its Subsidiaries; provided, but only however, that ADT NA (or its applicable Group member) shall not be required to provide such copies to the extent such items so relate and are not already in that the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt provision of such request, appropriate copies of such Information would require ADT NA (or the originals thereof if the Party making the request has a reasonable need for such originalsits applicable Group member) in the possession to breach any confidentiality covenant or control of Donnelley Financial waive any attorney-client or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyother legal privilege.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (Tyco International LTD)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will VI shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting or Information related to Intellectual Property licensed pursuant to the applicable IP Cross License (in which event the provisions of Article VII, the IP Cross License shall govern) and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant Separation Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Versum for specific and identified Information which relates to Information:
(i) that (x) LSC or Donnelley Financial relates to Versum or the conduct of the LSC Business or Donnelley Financial Versum Business, as the case may be, up prior to the applicable Distribution Date, Separation Time or (y) is necessary for Versum to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which RRD and one or more of LSC Air Products and/or Donnelley Financial Versum are parties, as applicable, RRD Air Products shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Versum has a reasonable need for such originals) in the possession or control of RRD Air Products or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Versum; provided that to the requesting Party.extent any originals are delivered to Versum pursuant to this Agreement or the Ancillary Agreements, Versum shall, at its own expense, return them to Air Products within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further, that in the event that Air Products, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a third party or could reasonably result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Air Products shall not be obligated to provide such Information requested by Versum;
(bii) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to that (x) RRD is required by Versum with regard to reasonable compliance with reporting, disclosure, filing or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Dateother requirements imposed on Versum (including under applicable securities laws) by a Governmental Entity having jurisdiction over Versum, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Action or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Air Products shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Versum has a reasonable need for such originals) in the possession or control of LSC Air Products or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Versum; provided that to the requesting Party.extent any originals are delivered to Versum pursuant to this Agreement or the Ancillary Agreements, Versum shall, at its own expense, return them to Air Products within a reasonable time after the need to retain such originals has ceased; provided, further, that in the event that Air Products, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2 would violate any Law or Contract with a third party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Air Products shall not be obligated to provide such Information requested by Versum; or
(cb) After the Donnelley Financial Distribution DateSeparation Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by RRD or LSC by, and at the expense of, Air Products for specific and identified Information which relates to Information:
(i) that (x) RRD or LSC relates to Air Products or the conduct of the RRD Air Products Retained Business or LSC Business, as the case may be, up prior to the Donnelley Financial Distribution Date, Separation Time or (y) is necessary for Air Products to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Donnelley Financial and one or more of RRD Air Products and/or LSC Versum are parties, as applicable, Donnelley Financial Versum shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Air Products has a reasonable need for such originals) in the possession or control of Donnelley Financial Versum or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Air Products; provided that to the requesting extent any originals are delivered to Air Products pursuant to this Agreement or the Ancillary Agreements, Air Products shall, at its own expense, return them to Versum within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further, that in the event that Versum, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2 would violate any Law or Contract with a third party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Versum shall not be obligated to provide such Information requested by Air Products.
(ii) that (x) is required by Air Products with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Air Products (including under applicable securities laws) by a Governmental Entity having jurisdiction over Air Products, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Versum shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Air Products has a reasonable need for such originals) in the possession or control of Versum or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Air Products; provided that to the extent any originals are delivered to Air Products pursuant to this Agreement or the Ancillary Agreements, Air Products shall, at its own expense, return them to Versum within a reasonable time after the need to retain such originals has ceased.
(c) Each of Air Products and Versum shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 7.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.
Appears in 5 contracts
Samples: Separation Agreement, Separation Agreement (Versum Materials, Inc.), Separation Agreement (Versum Materials, LLC)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Sharing Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classifiedany applicable provisions of this Agreement, privileged any Ancillary Agreement or Confidential Informationthe Merger Agreement:
(a) After the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial Fountain for specific and identified Information which relates to (x) LSC or Donnelley Financial Fountain or the conduct of the LSC Business or Donnelley Financial Fountain Business, as the case may be, up to the applicable Fountain Distribution Date, or (y) any Ancillary Agreement to which RRD and one Agreement, Trident shall (or more of LSC and/or Donnelley Financial are partiesshall cause its Group member to) provide, as applicablesoon as reasonably practicable following the receipt of such request, RRD appropriate copies of such Information (or the originals thereof if Fountain (or its Group member) has a reasonable need for such originals) in the possession or control of Trident or any of its Affiliates or Subsidiaries, but only to the extent such items so relate; provided, however, that Trident (or its applicable Group member) shall not be required to provide such copies to the extent that the provision of such would require Trident (or its applicable Group member) to breach any confidentiality covenant or waive any attorney-client or other legal privilege.
(b) After the Fountain Distribution Date, upon the prior written request by Trident (including, for the avoidance of doubt, on behalf of Athens NA) for specific and identified Information which relates to (x) Trident or the conduct of the Trident Retained Business, up to the Fountain Distribution Date, or (y) any Ancillary Agreement, Fountain shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trident (or its Group member) (including for these purposes any member of the Party making the request Athens North American R/SB Group) has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC Fountain or any of its Subsidiaries; provided, but only however, that Fountain (or its applicable Group member) shall not be required to provide such copies to the extent such items so relate and are not already in that the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt provision of such request, appropriate copies of such Information would require Fountain (or the originals thereof if the Party making the request has a reasonable need for such originalsits applicable Group member) in the possession to breach any confidentiality covenant or control of Donnelley Financial waive any attorney-client or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyother legal privilege.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Tyco Flow Control International Ltd.), Separation and Distribution Agreement (ADT Corp), Separation and Distribution Agreement (Tyco International LTD)
Provision of Corporate Records. (a) The parties acknowledge that Records (as hereinafter defined) are Assets and, accordingly, all of the Corporation's Records shall belong to New Ceridian unless such Records exclusively relate to the Arbitron Business in which event such Records shall belong to the Corporation after the Effective Time.
(b) Other than in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event ), after the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant TimeDistribution Date, upon the prior written request by LSC or Donnelley Financial New Ceridian for specific and identified Information agreements, documents, books, records or files (collectively, "Records") which relates relate to (x) LSC or Donnelley Financial New Ceridian or the conduct of the LSC New Ceridian Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) any Ancillary Agreement to which RRD the Corporation and one or more of LSC and/or Donnelley Financial New Ceridian are parties, as applicable, RRD the Corporation shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of RRD the Corporation or any of its Affiliates or SubsidiariesSubsidiaries after the Effective Time, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(bc) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the LSC provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD or Donnelley Financial the Corporation for specific and identified Information Records which relates relate to (x) RRD or Donnelley Financial the Corporation, the Media Information Group or the conduct of the RRD Retained Media Information Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) any Ancillary Agreement to which LSC New Ceridian and one or more of RRD and/or Donnelley Financial the Corporation are parties, as applicable, LSC New Ceridian shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of LSC New Ceridian or any of its SubsidiariesSubsidiaries after the Effective Time, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
Appears in 4 contracts
Samples: Distribution Agreement (Ceridian Corp), Distribution Agreement (New Ceridian Corp), Distribution Agreement (New Ceridian Corp)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will shall govern) or for matters related to provision of Tax records that relate to Taxes (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VII), and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial Xxxxxxx Electronics for specific and identified Information which relates to (x) LSC or Donnelley Financial Xxxxxxx Electronics or the conduct of the LSC Business or Donnelley Financial Xxxxxxx Electronics Business, as the case may be, up prior to the applicable Distribution Date, Effective Time or (y) any Ancillary Agreement to which RRD and one or more of LSC Xxxxxxx International and/or Donnelley Financial Xxxxxxx Electronics are parties, as applicable, RRD Xxxxxxx International shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Xxxxxxx Electronics has a reasonable need for such originals) in the possession or control of RRD Xxxxxxx International or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.Xxxxxxx Electronics;
(b) After the LSC Distribution DateEffective Time, upon the prior written request by RRD or Donnelley Financial Xxxxxxx International for specific and identified Information which relates to (x) RRD or Donnelley Financial Xxxxxxx International or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up prior to the LSC Distribution Date, Effective Time or (y) any Ancillary Agreement to which LSC and one or more of RRD Xxxxxxx International and/or Donnelley Financial Xxxxxxx Electronics are parties, as applicable, LSC Xxxxxxx Electronics shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Xxxxxxx International has a reasonable need for such originals) in the possession or control of LSC Xxxxxxx Electronics or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution DateXxxxxxx International; provided that, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent any originals are delivered to any requesting Party pursuant to this Agreement or the Ancillary Agreements, such items so relate and are not already in Party shall, at its own expense, return them to the possession or control of Party having provided such originals within a reasonable time after the requesting Partyneed to retain such originals has ceased.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball Electronics, Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will govern) or ), for matters related to the provision of Tax records information (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) or as provided in Section 6.1 of the Employee Matters Agreement and without limiting the applicable provisions of Article VIIVI, and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential InformationInformation and subject further to any restrictions or limitations contained in Section 5.3 or elsewhere in this Article VII:
(a) After the applicable Relevant Effective Time, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Apergy for specific and identified Information which relates to (x) LSC or Donnelley Financial primarily relates to any member of the Apergy Group or the conduct of the LSC Apergy Business or Donnelley Financial Business(including Apergy Assets and Apergy Liabilities), as the case may be, up to the applicable Distribution Date, Effective Time or (y) is necessary for Apergy to comply with the terms of, or otherwise perform under, any Shared Contract or Ancillary Agreement to which RRD and one or more of LSC Dover and/or Donnelley Financial Apergy are parties, as applicable, RRD Dover shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Apergy has a reasonable need for such originals) in the possession or control of RRD Dover or any of its Affiliates or SubsidiariesAffiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the requesting PartyApergy Group; provided that, to the extent any originals are delivered to any member of the Apergy Group pursuant to this Agreement, a Shared Contract or the Ancillary Agreements, Apergy shall or cause the applicable member of its Group to, at its own expense, return them to Dover within a reasonable time after the need to retain such originals has ceased.
(b) After the LSC Distribution DateEffective Time, upon the prior written reasonable request by RRD or Donnelley Financial by, and at the expense of, Dover for specific and identified Information which relates to (x) RRD or Donnelley Financial primarily relates to any member of the Dover Group or the conduct of the RRD Retained Dover Business or Donnelley Financial Business(including Dover Assets and Dover Liabilities), as the case may be, up to the LSC Distribution Date, Effective Time or (y) is necessary for Dover to comply with the terms of, or otherwise perform under, any Shared Contract or Ancillary Agreement to which LSC and one or more of RRD Dover and/or Donnelley Financial Apergy are parties, as applicable, LSC Apergy shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Dover has a reasonable need for such originals) in the possession or control of LSC Apergy or any of its SubsidiariesAffiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the requesting PartyDover Group; provided that, to the extent any originals are delivered to any member of the Dover Group pursuant to this Agreement, a Shared Contract or the Ancillary Agreements, Dover shall or cause the applicable member of its Group to, at its own expense, return them to Apergy within a reasonable time after the need to retain such originals has ceased.
(c) After In connection with the Donnelley Financial Distribution Dateprovision of information under this Section 7.2, upon the prior written request by RRD or LSC for specific and identified Information which relates providing Party shall be entitled to (x) RRD or LSC or the conduct redact any portion of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only information to the extent such items so relate and are not already in related to any matter other than the possession or control of the requesting receiving Party’s business.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will VI shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Chemours for specific and identified Information which relates to Information:
(i) that (x) LSC or Donnelley Financial primarily relates to Chemours or the conduct of the LSC Business or Donnelley Financial Chemours Business, as the case may be, up prior to the applicable Distribution Date, Effective Time or (y) is necessary for Chemours to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which RRD and one or more of LSC DuPont and/or Donnelley Financial Chemours are parties, as applicable, RRD DuPont shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Chemours has a reasonable need for such originals) in the possession or control of RRD DuPont or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Chemours; provided that, to the requesting Party.extent any originals are delivered to Chemours pursuant to this Agreement or the Ancillary Agreements, Chemours shall, at its own expense, return them to DuPont within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that DuPont, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or could reasonably result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, DuPont shall not be obligated to provide such Information requested by Chemours;
(bii) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to that (x) RRD is required by Chemours with regard to reasonable compliance with reporting, disclosure, filing or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Dateother requirements imposed on Chemours (including under applicable securities laws) by a Governmental Entity having jurisdiction over Chemours, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Action or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC DuPont shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Chemours has a reasonable need for such originals) in the possession or control of LSC DuPont or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Chemours; provided that, to the requesting Party.extent any originals are delivered to Chemours pursuant to this Agreement or the Ancillary Agreements, Chemours shall, at its own expense, return them to DuPont within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that DuPont, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, DuPont shall not be obligated to provide such Information requested by Chemours; or
(cb) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up Solely with respect to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement Legacy Engineering Drawings from DuPont Corporate Engineering Drawing Collection that are required by Chemours to which Donnelley Financial maintain and operate one or more of RRD and/or LSC are partiesChemours Manufacturing Assets, as applicable, Donnelley Financial DuPont shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Chemours has a reasonable need for such originals) in the possession or control of Donnelley Financial DuPont or any of its Affiliates, but only to the extent such items are so required and are not already in the possession or control of Chemours or its Affiliates; provided that, to the extent any originals are delivered to Chemours or its Affiliates pursuant to this Agreement or the Ancillary Agreements, Chemours shall, at its own expense, return them to DuPont within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that DuPont, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, DuPont shall not be obligated to provide such Information requested by Chemours.
(c) After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, DuPont for specific and identified Information:
(i) that (x) primarily relates to DuPont or the DuPont Business, as the case may be, prior to the Effective Time or (y) is necessary for DuPont to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which DuPont and/or Chemours are parties, Chemours shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if DuPont has a reasonable need for such originals) in the possession or control of Chemours or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of DuPont; provided that, to the requesting extent any originals are delivered to DuPont pursuant to this Agreement or the Ancillary Agreements, DuPont shall, at its own expense, return them to Chemours within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Chemours, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Chemours shall not be obligated to provide such Information requested by DuPont.
(ii) that (x) is required by DuPont with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on DuPont (including under applicable securities laws) by a Governmental Entity having jurisdiction over DuPont, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Chemours shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if DuPont has a reasonable need for such originals) in the possession or control of Chemours or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of DuPont; provided that, to the extent any originals are delivered to DuPont pursuant to this Agreement or the Ancillary Agreements, DuPont shall, at its own expense, return them to Chemours within a reasonable time after the need to retain such originals has ceased.
(d) Each of DuPont and Chemours shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 7.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.
Appears in 3 contracts
Samples: Separation Agreement (Dupont E I De Nemours & Co), Separation Agreement (Chemours Co), Separation Agreement (Chemours Company, LLC)
Provision of Corporate Records. Other than (a) Except as specifically provided in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event ), after the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant TimeDistribution Date, upon the prior written request by LSC or Donnelley Financial MSG for specific and identified Information agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relates relate to (x) LSC or Donnelley Financial MSG or the conduct of the LSC MSG Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) which MSG determines are necessary or advisable in order for MSG to prepare its financial statements and any Ancillary Agreement reports or filings to which RRD and one or more of LSC and/or Donnelley Financial are partiesbe made with any Governmental Authority, as applicable, RRD Cablevision shall providearrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Information Records (or the originals thereof if the Party making the request MSG has a reasonable need for such originals) in the possession or control of RRD Cablevision or any of its Affiliates or the Cablevision Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After Except as specifically provided in Article III (in which event the LSC provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD or Donnelley Financial Cablevision for specific and identified Information Records which relates relate to (x) RRD or Donnelley Financial Cablevision or the conduct of the RRD Retained Cablevision Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) which Cablevision determines are necessary or advisable in order for Cablevision to prepare its financial statements and any Ancillary Agreement reports or filings to which LSC and one or more of RRD and/or Donnelley Financial are partiesbe made with any Governmental Authority, as applicable, LSC MSG shall providearrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Information Records (or the originals thereof if the Party making the request Cablevision has a reasonable need for such originals) in the possession or control of LSC MSG or any of its the MSG Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
Appears in 3 contracts
Samples: Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (Madison Square Garden, Inc.), Distribution Agreement (Madison Square Garden, Inc.)
Provision of Corporate Records. Other than (a) Except as specifically provided in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event ), after the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant TimeDistribution Date, upon the prior written request by LSC or Donnelley Financial AMC for specific and identified Information agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relates relate to (x) LSC or Donnelley Financial AMC or the conduct of the LSC AMC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) which AMC determines are necessary or advisable in order for AMC to prepare its financial statements and any Ancillary Agreement reports or filings to which RRD and one or more of LSC and/or Donnelley Financial are partiesbe made with any Governmental Authority, as applicable, RRD Cablevision shall providearrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Information Records (or the originals thereof if the Party making the request AMC has a reasonable need for such originals) in the possession or control of RRD Cablevision or any of its Affiliates or the Cablevision Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After Except as specifically provided in Article III (in which event the LSC provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD or Donnelley Financial Cablevision for specific and identified Information Records which relates relate to (x) RRD or Donnelley Financial Cablevision or the conduct of the RRD Retained Cablevision Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) which Cablevision determines are necessary or advisable in order for Cablevision to prepare its financial statements and any Ancillary Agreement reports or filings to which LSC and one or more of RRD and/or Donnelley Financial are partiesbe made with any Governmental Authority, as applicable, LSC AMC shall providearrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Information Records (or the originals thereof if the Party making the request Cablevision has a reasonable need for such originals) in the possession or control of LSC AMC or any of its the AMC Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
Appears in 3 contracts
Samples: Distribution Agreement (AMC Networks Inc.), Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (AMC Networks Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant As soon as practicable after the Distribution Date, subject to Article VIII (in which event the provisions of such Article will govern) or for matters related this Section 6.3, and subject to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) Transition Services Agreement, Noble shall use commercially reasonable efforts to deliver or make available for Paragon to take possession of or cause to be delivered to Paragon all Paragon Books and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant Time, upon the prior written request by LSC or Donnelley Financial for specific and identified Information which relates to (x) LSC or Donnelley Financial or the conduct of the LSC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) Records in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC Noble or any of its Subsidiaries, but only and Paragon shall use all commercially reasonable efforts to the extent such items so relate deliver or make available for Noble to take possession of or cause to be delivered to Noble all Noble Books and are not already Records in the possession of Paragon or control any of its Subsidiaries. All such book and records delivered or made available under this Section 6.3 shall be in the requesting Partyform and media existing on the Distribution Date. The foregoing shall be limited by, and subject to, the following:
(a) For purposes of this Section 6.3, “commercially reasonable efforts” shall require only deliveries of specific and discrete books and records or a reasonably limited class of items requested by the other Party that can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a Paragon Book and Record and the other of which constitutes a Noble Book and Record. To the extent any book or record cannot be so separated without unreasonable effort or cost, (i) there shall be no delivery requirement under this Section 6.3 (although Paragon may request access to such book or record in accordance with Section 6.4), (ii) Noble shall retain such book and record and (iii) Paragon may request that any Paragon Book and Record be copied if Paragon reimburses Noble for the reasonable out-of-pocket costs, if any, of creating, gathering and copying such books and records, including the costs of having a third party perform such creating, gathering and copying.
(b) Each Party may retain copies of books and records delivered to the other, subject to holding in confidence in accordance with Section 6.10 information contained in such books and records.
(c) After Each Party may in good faith refuse to furnish any Information if it believes in good faith that doing so could result in a waiver of any Privilege with respect to a third party even if Paragon and Noble cooperated to protect such Privilege as contemplated by this Agreement.
(d) Neither Party shall be required to deliver or make available to the Donnelley Financial Distribution Dateother books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, upon however, if requested by one Party, the prior written request by RRD other Party shall use its commercially reasonable efforts to seek a waiver of or LSC for specific other relief from any such confidentiality restriction.
(e) To the extent any Noble Books and identified Information which relates Records or Paragon Books and Records are subject to (x) RRD restrictions or LSC limitations set forth the Employee Matters Agreement or the conduct Tax Sharing Agreement, such restrictions and limitations shall apply to such Noble Books and Records or Paragon Books and Records, notwithstanding any provisions of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partythis Agreement.
Appears in 3 contracts
Samples: Master Separation Agreement, Master Separation Agreement (Noble Corp PLC), Master Separation Agreement (Paragon Offshore Ltd.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VII), and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial Allegion for specific and identified Information which relates to (x) LSC or Donnelley Financial Allegion or the conduct of the LSC Business or Donnelley Financial Allegion Business, as the case may be, up prior to the applicable Distribution Date, Effective Time or (y) any Ancillary Agreement to which RRD and one or more of LSC IR and/or Donnelley Financial Allegion are parties, as applicable, RRD IR shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Allegion has a reasonable need for such originals) in the possession or control of RRD IR or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.Allegion;
(b) After the LSC Distribution DateEffective Time, upon the prior written request by RRD or Donnelley Financial IR for specific and identified Information which relates to (x) RRD or Donnelley Financial IR or the conduct of the RRD IR Retained Business or Donnelley Financial Business, as the case may be, up prior to the LSC Distribution Date, Effective Time or (y) any Ancillary Agreement to which LSC and one or more of RRD IR and/or Donnelley Financial Allegion are parties, as applicable, LSC Allegion shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request IR has a reasonable need for such originals) in the possession or control of LSC Allegion or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution DateIR; provided that, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent any originals are delivered to any requesting Party pursuant to this Agreement or the Ancillary Agreements, such items so relate and are not already in Party shall, at its own expense, return them to the possession or control of Party having provided such originals within a reasonable time after the requesting Partyneed to retain such originals has ceased.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Ingersoll-Rand PLC), Separation and Distribution Agreement (Allegion PLC), Separation and Distribution Agreement (Allegion PLC)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After Unless otherwise specified in the applicable Relevant Timeprocedures set forth in Schedule 4.03(b) hereto, after the Distribution Date, upon the prior written request by LSC ITT Destinations or Donnelley Financial ITT Hartford for specific and identified Information which relates agreements, documents, books, records or files including, without limitation, computer files, microfiche, tape recordings and photographs (collectively, "Records"), relating to (x) LSC or Donnelley Financial affecting ITT Destinations or the conduct of the LSC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are partiesITT Hartford, as applicable, RRD ITT Industries shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of RRD ITT Industries or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(b) After Unless otherwise specified in the LSC procedures set forth in Schedule 4.03(b) hereto, after the Distribution Date, upon the prior written request by RRD ITT Industries or Donnelley Financial ITT Hartford for specific and identified Information which relates Records relating to (x) RRD or Donnelley Financial affecting ITT Industries or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are partiesITT Hartford, as applicable, LSC ITT Destinations shall providearrange, as soon as reasonably practicable prac- 29 29 ticable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of LSC ITT Destinations or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(c) After Unless otherwise specified in the Donnelley Financial procedures set forth in Schedule 4.03(b) hereto, after the Distribution Date, upon the prior written request by RRD ITT Industries or LSC ITT Destinations for specific and identified Information which relates Records relating to (x) RRD or LSC affecting ITT Industries or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are partiesITT Destinations, as applicable, Donnelley Financial ITT Hartford shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial ITT Hartford or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
Appears in 2 contracts
Samples: Distribution Agreement (Itt Corp /Nv/), Distribution Agreement (Itt Industries Inc)
Provision of Corporate Records. (a) Other than in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event ), after the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant TimeDistribution Date, upon the prior written request by LSC Cognizant or Donnelley Financial ACNielsen for specific and identified Information agreements, documents, books, records or files (collectively, "Records") which relates relate to (x) LSC Cognizant or Donnelley Financial ACNielsen or the conduct of the LSC Cognizant Business or Donnelley Financial ACNielsen Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) any Ancillary Agreement to which RRD D&B and one or more of LSC Cognizant and/or Donnelley Financial ACNielsen are parties, as applicable, RRD D&B shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of RRD D&B or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(b) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the LSC provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD D&B or Donnelley Financial ACNielsen for specific and identified Information Records which relates relate to (x) RRD D&B or Donnelley Financial ACNielsen or the conduct of the RRD Retained D&B Business or Donnelley Financial the ACNielsen Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) any Ancillary Agreement to which LSC Cognizant and one or more of RRD D&B and/or Donnelley Financial ACNielsen are parties, as applicable, LSC Cognizant shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of LSC Cognizant or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(c) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the Donnelley Financial provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD D&B or LSC Cognizant for specific and identified Information Records which relates relate to (x) RRD D&B or LSC Cognizant or the conduct of the RRD Retained D&B Business or LSC the Cognizant Business, as the case may be, up to the Donnelley Financial Distribution DateEffective Time, or (y) any Ancillary Agreement to which Donnelley Financial ACNielsen and one or more of RRD D&B and/or LSC Cognizant are parties, as applicable, Donnelley Financial ACNielsen shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial ACNielsen or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
Appears in 2 contracts
Samples: Distribution Agreement (Dun & Bradstreet Corp), Distribution Agreement (Cognizant Corp)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Sharing Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classifiedany applicable provisions of this Agreement, privileged any Ancillary Agreement or Confidential Informationthe Merger Agreement:
(a) After the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial Fountain for specific and identified Information which relates to (x) LSC or Donnelley Financial Fountain or the conduct of the LSC Business or Donnelley Financial Fountain Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) any Ancillary Agreement to which RRD and one Agreement, Trident or more of LSC and/or Donnelley Financial are partiesAthens NA, as applicable, RRD shall (or shall cause its Group member to) provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Fountain (or its Group member) has a reasonable need for such originals) in the possession or control of Trident or any of its Subsidiaries or Athens NA or any of its Subsidiaries, as applicable, but only to the extent such items so relate; provided, however, that Trident and Athens NA (or its applicable respective Group member) shall not be required to provide such copies to the extent that the provision of such would require Trident or Athens NA (or their applicable respective Group member), as applicable, to breach any confidentiality covenant or waive any attorney-client or other legal privilege.
(b) After the Effective Time, upon the prior written request by Trident for specific and identified Information which relates to (x) Trident or the conduct of the Trident Retained Business, up to the Effective Time, as the case may be, or (y) any Ancillary Agreement, Fountain or Athens NA, as applicable, shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Trident (or its Group member) has a reasonable need for such originals) in the possession or control of RRD Fountain or any of its Affiliates Subsidiaries or Athens NA or any of its Subsidiaries, as applicable, but only to the extent such items so relate relate; provided, however, that Fountain and are Athens NA (or their applicable respective Group member) shall not already in be required to provide such copies to the possession extent that the provision of such would require Fountain or control of the requesting PartyAthens NA (or its applicable respective Group member), as applicable, to breach any confidentiality covenant or waive any attorney-client or other legal privilege.
(bc) After the LSC Distribution DateEffective Time, upon the prior written request by RRD or Donnelley Financial Athens NA for specific and identified Information which relates to (x) RRD or Donnelley Financial Athens NA or the conduct of the RRD Retained Business or Donnelley Financial Athens North American R/SB Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) any Ancillary Agreement to which LSC and one Agreement, Trident or more of RRD and/or Donnelley Financial are partiesFountain, as applicable, LSC shall (or shall cause its Group member to) provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Athens NA (or its Group member) has a reasonable need for such originals) in the possession or control of LSC Trident or any of its Subsidiaries or Fountain or any of its Subsidiaries, as applicable, but only to the extent such items so relate relate; provided, however, that Trident and are Fountain (or their applicable respective Group member) shall not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates be required to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up provide such copies to the Donnelley Financial Distribution Date, extent that the provision of such would require Trident or Fountain (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are partiesits applicable respective Group member), as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (to breach any confidentiality covenant or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession waive any attorney-client or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyother legal privilege.”
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Tyco International LTD), Separation and Distribution Agreement (Pentair Inc)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VII), and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential InformationInformation and to any applicable provision of this Agreement, any Specified Ancillary Agreement or the Merger Agreement:
(a) After after the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial CPLG for specific and identified Information which relates to (x) LSC or Donnelley Financial CPLG or the conduct of the LSC Separated Real Estate Business or Donnelley Financial Business, as the case may be, up prior to the applicable Distribution Date, Effective Time or (y) any Ancillary Agreement to which RRD LQ Parent and one or more of LSC and/or Donnelley Financial CPLG are parties, as applicable, RRD LQ Parent shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if CPLG is the Party making the request owner of such originals or has a reasonable need for such originals) in the possession or control of RRD LQ Parent or any of its Affiliates or Subsidiaries; provided, but that CPLG shall only use such Information in the conduct of the Separated Real Estate Business and may not sell, gift or otherwise Transfer, or disclose or license, such Information to a third party; provided, further that nothing in this clause (a) shall constitute any grant of any right or license with respect to any Intellectual Property and, except as expressly agreed pursuant to the extent such items so relate Management and are not already in the possession or control Franchise Agreement, neither CPLG nor any member of the requesting Party.
CPLG Group shall have any right to use any Intellectual Property owned by any member of the LQ Parent Group (whether or not embodied or contained in such Information) (b) After after the LSC Distribution DateEffective Time, upon the prior written request by RRD or Donnelley Financial LQ Parent for specific and identified Information which relates to (x) RRD or Donnelley Financial LQ Parent or the conduct of the RRD LQ Parent Retained Business or Donnelley Financial Business, as the case may be, up prior to the LSC Distribution Date, Effective Time or (y) any Ancillary Agreement to which LSC CPLG and one or more of RRD and/or Donnelley Financial LQ Parent are parties, as applicable, LSC CPLG shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if LQ Parent is the Party making the request owner of such originals or has a reasonable need for such originals) in the possession or control of LSC CPLG or any of its Subsidiaries; provided that, but only to the extent such items so relate and any originals (other than originals that are not already in the possession or control of owned by the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates are delivered to (x) RRD or LSC any requesting Party pursuant to this Agreement or the conduct of the RRD Retained Business or LSC BusinessSpecified Ancillary Agreements, as the case may besuch Party shall, up at its own expense, return them to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of Party having provided such request, appropriate copies of such Information (or the originals thereof if the Party making the request has within a reasonable time after the need for to retain such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyoriginals has ceased.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (CorePoint Lodging Inc.), Separation and Distribution Agreement (La Quinta Holdings Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will govern) and without limiting the applicable provisions of Article VII), and subject to appropriate restrictions for classifiedany applicable provisions of this Agreement (including Sections 8.4(c), privileged 8.4(d) and 8.5), any Ancillary Agreement or Confidential Informationthe Transaction Agreement:
(a) After the applicable Relevant TimeClosing Date, upon the prior written request by LSC or Donnelley Financial PJT LP for specific and identified Information which relates to (x) LSC or Donnelley Financial PJT LP or the conduct of the LSC Business or Donnelley Financial Carbon Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) any Ancillary Agreement to which RRD and one Agreement, BX shall (or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall cause its applicable Subsidiary to) provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request PJT LP (or its Group member) has a reasonable need for such originals) in the possession or control of RRD BX or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and have not already been provided to PJT LP (or its Group member) or are not already in the such Person’s possession or control control; provided, however, that BX (or its applicable Subsidiary) shall not be required to provide such copies to the extent that the provision of the requesting Partysuch would not be permissible under Applicable Law or would require Blackstone (or its applicable Subsidiary) to breach any confidentiality covenant or waive any attorney-client or other legal privilege.
(b) After the LSC Distribution Closing Date, upon the prior written request by RRD BX or Donnelley Financial any of its Affiliates for specific and identified Information which relates to (x) RRD or Donnelley Financial BX or the conduct of the RRD Carbon Business (or the Combined Business) or the Blackstone Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) any Ancillary Agreement to which LSC and one Agreement, PJT HoldCo shall (or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall cause its Group member to) provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Blackstone (or its Affiliate) has a reasonable need for such originals) in the possession or control of LSC PJT LP or any of its Subsidiaries, but only to the extent such items so relate and have not already been provided to BX (or its Affiliate) or are not already in the such Person’s possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Datecontrol; provided, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Businesshowever, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information that PJT LP (or the originals thereof if the Party making the request has a reasonable need for its applicable Group member) shall not be required to provide such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only copies to the extent that the provision of such items so relate and are would not already in the possession be permissible under Applicable Law or control of the requesting Partywould require PJT LP (or its applicable Group member) to breach any confidentiality covenant or waive any attorney-client or other legal privilege.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (PJT Partners Inc.), Separation and Distribution Agreement (PJT Partners Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII V (in which event the provisions of such Article V will govern) or for matters related to the provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will govern) or for matters related to the separation of Information (which shall be governed by Section 4.2) and without limiting the applicable provisions of Article VIIIV, and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant TimeSpinco Distribution Date and until the date on which Spinco is no longer required to retain, or cause to be retained, the Information requested pursuant to this Section 6.2(a) in accordance with Spinco’s obligations under Section 6.1(b), and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC by, and at the expense of, Remainco for Information (i) which (A) constitutes an Asset of the Remainco Group, as applicable, and the Transfer of such Asset has not been consummated as of the Spinco Distribution Date, or Donnelley Financial for specific and identified Information which (B) relates to (x) LSC or Donnelley Financial the Remainco Group or the conduct of the LSC Business or Donnelley Financial Remainco Business, as the case may be, up to the applicable Spinco Distribution Date, solely to the extent reasonably necessary for the Parties to complete the separation of Assets (including Records) as contemplated hereby (or for such other reasonable purposes as may be agreed by the Parties), Spinco shall, and shall cause the other members of the Group (yand each of its and their respective then-Affiliates) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are partiesto, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, Remainco, and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if Remainco has a reasonable need for such originals) in the possession or control of any member of the Spinco Group, but only to the extent such items (or copies thereof) constitute an Asset of the Remainco Group in accordance with clause (i)(A) or relate to the Remainco Group or the conduct of the Remainco Business in accordance with clause (i)(B) and are not already in the possession or control of Remainco (or any member of its Group); provided that, except in the case of clause (i)(A), to the extent any original documentary Information is delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, and shall cause the other members of its Group (and each of its and their respective then-Affiliates) to, at its own expense, return them to Spinco within a reasonable time after the need to retain such originals pursuant to this Section 6.2 has ceased; provided, further, that, in the event that Spinco reasonably determines that any such access or the provision of any such Information would reasonably be expected to be materially commercially detrimental to Spinco or any member of the Spinco Group or would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of the requesting Party), Spinco shall not be obligated to, and shall not be obligated to cause the other members of the Spinco Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Remainco; provided, however, in the event access or the provision of any such Information would reasonably be expected to be materially commercially detrimental or violate a Contract with a Third Party, Spinco shall, and shall cause the other members of the Spinco Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such Third Party to, the disclosure of such Information or (ii) that (x) is required by any member of the Remainco Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Remainco (including under applicable securities Laws) by a Governmental Entity having jurisdiction over Remainco, (y) is required by Remainco in connection with the production of any financial statements produced in connection with any acquisition or disposition involving Remainco, or (z) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Proceeding or other similar requirements, as applicable, Spinco shall, and shall cause the other members of the Spinco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Remainco and its respective designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the applicable member of the Remainco Group has a reasonable need for such originals) in the possession or control of Spinco or any other member of the Spinco Group (or any of its or their respective then-Affiliates), but only to the extent such items are of the type set forth in clauses (ii)(x), (y) or (z) and are not already in the possession or control of Remainco (or another member of its Group, or any of their respective then-Affiliates); provided that, to the extent any original documentary Information is delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return such Information to Spinco within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Spinco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 4.1 or Section 4.2(b)) would violate any Law (including any Data Protection Law), Contract with a Third Party or policies or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the Assets, Business and/or Liabilities of the requesting Party), Spinco shall not be obligated to provide such Information requested by Remainco, provided, further, that in the event access or the provision of any such Information would violate a Contract with a Third Party, Spinco shall, and shall cause the other members of the Spinco Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such Third Party to the disclosure of such Information.
(b) After the Spinco Distribution Date and until the date on which Remainco is no longer required to retain, or cause to be retained, the Information requested pursuant to this Section 6.2(b) in accordance with Spinco’s obligations under Section 6.1(b), and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Spinco for Information (i) which (A) constitutes an Asset of the Spinco Group, and the Transfer of such Asset has not been consummated as of the Spinco Distribution Date or (B) relates to the Spinco Group or the conduct of the Spinco Business up to the Spinco Distribution Date solely to the extent reasonably necessary for the Parties to complete the separation of Assets (including Records) as contemplated hereby (or for such other reasonable purposes as may be agreed by the Parties), Remainco shall, and shall cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Spinco and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any member of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so (or copies thereof) constitute an Asset of the Spinco Group in accordance with clause (i)(A) or relate to the Spinco Group or the conduct of the Spinco Business in accordance with clause (i)(B) and are not already in the possession or control of Spinco (or any member of its Group); provided that, except in the requesting case of clause (i)(A) to the extent any original documentary Information is delivered to Spinco pursuant to this Agreement or the Ancillary Agreements, Spinco shall, and shall cause the other members of its Group (and its respective then-Affiliates) to, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Remainco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 4.1 or Section 4.2(d)) would reasonably be expected to be materially commercially detrimental to Remainco or any member of the Remainco Group or would violate any Law (including any Data Protection Law), Contract with a Third Party or policies or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of Spinco), Remainco shall not be obligated to, and shall not be obligated to cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Spinco, in the event access or the provision of any such Information would reasonably be expected to be materially commercially detrimental or violate a Contract with a Third Party.
, Remainco shall, and shall cause the other members of the Remainco Group (band any of its or their then-Affiliates) After to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the LSC Distribution DateConsent of such Third Party to, upon the prior written request by RRD disclosure of such Information or Donnelley Financial for specific and identified Information which relates to (ii) that (x) RRD or Donnelley Financial or the conduct is required by any member of the RRD Retained Business Spinco Group with regard to reasonable compliance with reporting, disclosure, filing or Donnelley Financial Business, as the case may be, up to the LSC Distribution Dateother requirements imposed on such Person (including under applicable securities Laws) by a Governmental Entity having jurisdiction over such Person, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Proceeding or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Remainco shall, and shall cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Spinco and its respective designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the Party making applicable member of the request Spinco Group has a reasonable need for such originals) in the possession or control of LSC Remainco or any other member of the Remainco Group (or any of its Subsidiariesor their respective then-Affiliates), but only to the extent such items so relate are of the type set forth in clauses (ii)(x) or (y) and are not already in the possession or control of Spinco (or another member of its Group, or any of their respective then-Affiliates); provided that, to the requesting extent any original documentary Information is delivered to Spinco pursuant to this Agreement or the Ancillary Agreements, Spinco shall, at its own expense, return such Information to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Remainco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 4.1) would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the Assets, Business and/or Liabilities of Spinco), Remainco shall not be obligated to provide such Information requested by Spinco, provided, further, that in the event access or the provision of any such Information would violate a Contract with a Third Party, Remainco shall, and shall cause the other members of the Remainco Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such Third Party to the disclosure of such Information.
(c) After the Donnelley Financial Distribution Date, upon the prior written request Any Information provided by RRD or LSC for specific on behalf of or made available by or on behalf of any Party (or any other member of any Group) pursuant to this Article VI shall be on an “as is,” “where is” basis and identified no Party (or any member of any Group) is making any representation or warranty with respect to such Information which relates to (x) RRD or LSC or the conduct completeness thereof.
(d) Each of the RRD Retained Business Remainco and Spinco shall, and shall cause each other member of its Group to, inform its and their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or LSC Business, as the case may be, up have access to the Donnelley Financial Distribution Date, Confidential Information or (y) other Information of any Ancillary Agreement member of any other Group provided pursuant to which Donnelley Financial and one Section 4.1 or more this Article VI of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of their obligation to hold such Information (or confidential in accordance with the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control provisions of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partythis Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Discovery, Inc.), Separation and Distribution Agreement (At&t Inc.)
Provision of Corporate Records. Other than (a) Except as specifically provided in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event ), after the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant TimeDistribution Date, upon the prior written request by LSC or Donnelley Financial MSG for specific and identified Information agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relates to (x) LSC or Donnelley Financial relate to MSG or the conduct of the LSC MSG Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) which relate to any Ancillary Agreement (other than the Tax Disaffiliation Agreement), or which MSG determines are necessary or advisable in order for MSG to which RRD prepare its financial statements and one any reports or more of LSC and/or Donnelley Financial are partiesfilings to be made with any Governmental Authority, as applicable, RRD Cablevision shall providearrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Information Records (or the originals thereof if the Party making the request MSG has a reasonable need for such originals) in the possession or control of RRD Cablevision or any of its Affiliates or the Cablevision Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After Except as specifically provided in Article III (in which event the LSC provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD or Donnelley Financial Cablevision for specific and identified Information Records which relates relate to (x) RRD or Donnelley Financial Cablevision or the conduct of the RRD Retained Cablevision Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) which relate to any Ancillary Agreement (other than the Tax Disaffiliation Agreement), or which Cablevision determines are necessary or advisable in order for Cablevision to which LSC prepare its financial statements and one any reports or more of RRD and/or Donnelley Financial are partiesfilings to be made with any Governmental Authority, as applicable, LSC MSG shall providearrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Information Records (or the originals thereof if the Party making the request Cablevision has a reasonable need for such originals) in the possession or control of LSC MSG or any of its the MSG Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
Appears in 1 contract
Samples: Distribution Agreement (Madison Square Garden, Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII V (in which event the provisions of such Article V will govern) or for matters related to the provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will govern) or for matters related to the separation of Information (which shall be governed by Section 4.2) and without limiting the applicable provisions of Article VIIIV, and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant TimeSpinco Distribution Date and until the date on which Spinco is no longer required to retain, or cause to be retained, the Information requested pursuant to this Section 6.2(a) in accordance with Spinco’s obligations under Section 6.1(b), and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Remainco for specific and identified Information (i) which relates to (x) LSC or Donnelley Financial the Remainco Group or the conduct of the LSC Business or Donnelley Financial Remainco Business, as the case may be, up to the applicable Spinco Distribution Date, or Spinco shall, and shall cause the other members of the Group (yand each of its and their respective then-Affiliates) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are partiesto, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, Remainco, and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if Remainco has a reasonable need for such originals) in the possession or control of any member of the Spinco Group, but only to the extent such items (or copies thereof) relate to the Remainco Group or the conduct of the Remainco Business in accordance with this clause (i) and are not already in the possession or control of Remainco (or any member of its Group); provided, that, in the event that Spinco reasonably determines that any such access or the provision of any such Information would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of the requesting Party), Spinco shall not be obligated to, and shall not be obligated to cause the other members of the Spinco Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Remainco; provided, however, in the event access or the provision of any such Information would reasonably be expected to be materially commercially detrimental or violate a Contract with a Third Party, Spinco shall, and shall cause the other members of the Spinco Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such Third Party to, the disclosure of such Information, or (ii) that (A) is required by any member of the Remainco Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Remainco (including under applicable securities Laws) by a Governmental Entity having jurisdiction over Remainco, (B) is required by Remainco in connection with the production of any financial statements produced in connection with any acquisition or disposition involving Remainco, or (C) is for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Proceeding or other similar requirements, as applicable, Spinco shall, and shall cause the other members of the Spinco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Remainco and its respective designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the applicable member of the Remainco Group has a reasonable need for such originals) in the possession or control of Spinco or any other member of the Spinco Group (or any of its or their respective then-Affiliates), but only to the extent such items are of the type set forth in clauses (ii)(A), (B) or (C) and are not already in the possession or control of Remainco (or another member of its Group, or any of their respective then-Affiliates); provided, that, to the extent any original documentary Information with regard to the Spinco Business is delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return such Information to Spinco within a reasonable time after the need to retain such originals has ceased; provided further, that, in the event that Spinco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 4.1 or Section 4.2(b)) would violate any Law (including any Data Protection Law), Contract with a Third Party or policies or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the assets, Business and/or Liabilities of the requesting Party), Spinco shall not be obligated to provide such Information requested by Remainco, provided further, that in the event access or the provision of any such Information would violate a Contract with a Third Party, Spinco shall, and shall cause the other members of the Spinco Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such Third Party to the disclosure of such Information.
(b) After the Spinco Distribution Date and until the date on which Remainco is no longer required to retain, or cause to be retained, the Information requested pursuant to this Section 6.2(b) in accordance with Spinco’s obligations under Section 6.1(b), and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Spinco for Information (i) which relates to the Spinco Group or the conduct of the Spinco Business up to the Spinco Distribution Date, Remainco shall, and shall cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Spinco and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any member of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so (or copies thereof) constitute an asset of the Spinco Group or relate to the Spinco Group or the conduct of the Spinco Business and are not already in the possession or control of Spinco (or any member of its Group); provided, that, to the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified extent any original documentary Information which relates is delivered to (x) RRD or Donnelley Financial Spinco pursuant to this Agreement or the conduct Ancillary Agreements, Spinco shall, and shall cause the other members of its Group (and its respective then-Affiliates) to, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided further, that, in the event that Remainco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 4.1 or Section 4.2(d)) would reasonably be expected to be materially commercially detrimental to Remainco or any member of the RRD Retained Business Remainco Group or Donnelley Financial Businesswould violate any Law (including any Data Protection Law), as Contract with a Third Party or policies or would reasonably result in the case may bewaiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of Spinco), up Remainco shall not be obligated to, and shall not be obligated to cause the LSC Distribution Dateother members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Spinco, and in the event access or the provision of any such Information would reasonably be expected to be materially commercially detrimental or violate a Contract with a Third Party, Remainco shall, and shall cause the other members of the Remainco Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such Third Party to, the disclosure of such Information, or (yii) that (A) is required by any Ancillary Agreement member of the Spinco Group with regard to which LSC and one reasonable compliance with reporting, disclosure, filing or more of RRD and/or Donnelley Financial are partiesother requirements imposed on such Person (including under applicable securities Laws) by a Governmental Entity having jurisdiction over such Person, or (B) is for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Proceeding or other similar requirements, as applicable, LSC Remainco shall, and shall cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Spinco and its respective designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the Party making applicable member of the request Spinco Group has a reasonable need for such originals) in the possession or control of LSC Remainco or any other member of the Remainco Group (or any of its Subsidiariesor their respective then-Affiliates), but only to the extent such items so relate are of the type set forth in clauses (ii)(A) or (B) and are not already in the possession or control of Spinco (or another member of its Group, or any of their respective then-Affiliates); provided, that, to the requesting extent any original documentary Information is delivered to Spinco pursuant to this Agreement or the Ancillary Agreements, Spinco shall, at its own expense, return such Information to Remainco within a reasonable time after the need to retain such originals has ceased; provided further, that, in the event that Remainco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 4.1) would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the assets, Business and/or Liabilities of Spinco), Remainco shall not be obligated to provide such Information requested by Spinco, provided further, that in the event access or the provision of any such Information would violate a Contract with a Third Party, Remainco shall, and shall cause the other members of the Remainco Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such Third Party to the disclosure of such Information.
(c) After the Donnelley Financial Distribution Date, upon the prior written request Any Information provided by RRD or LSC for specific on behalf of or made available by or on behalf of any Party (or any other member of any Group) pursuant to this Article VI shall be on an “as is,” “where is” basis and identified no Party (or any member of any Group) is making any representation or warranty with respect to such Information which relates to (x) RRD or LSC or the conduct completeness thereof.
(d) Each of the RRD Retained Business Remainco and Spinco shall, and shall cause each other member of its Group to, inform its and their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or LSC Business, as the case may be, up have access to the Donnelley Financial Distribution Date, Confidential Information or (y) other Information of any Ancillary Agreement member of any other Group provided pursuant to which Donnelley Financial and one Section 4.1 or more this Article VI of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of their obligation to hold such Information (or confidential in accordance with the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control provisions of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partythis Agreement.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Berry Global Group, Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will III shall govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged information or Confidential InformationInformation in Section 4.6 and Section 4.7:
(a) After the applicable Relevant TimeClosing, and subject to compliance with the terms of the Transaction Documents, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Buyer for specific and identified Information which Information:
(i) that (A) relates to (x) LSC or Donnelley Financial Spinco or the conduct of the LSC Business or Donnelley Financial Spinco Business, as the case may be, up prior to the applicable Distribution DateEquity Sale Closing Time or (B) is necessary for any member of the Buyer Group to comply with the terms of, or (y) otherwise perform under, any Ancillary Agreement of the Transaction Documents to which RRD any member of the Remainco Group and one or more such member of LSC and/or Donnelley Financial the Buyer Group are parties, as applicable, RRD Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Buyer has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of a member of the requesting Party.Buyer Group; provided that, to the extent any originals are delivered to the member of the Buyer Group pursuant to any of the Transaction Documents, such member of the Buyer Group shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the later of (1) the sixth (6th) anniversary of the Closing Date and (2) three (3) months after the earlier termination or expiration of the Transaction Document to which the Information relates; provided, further, that, if any such access or the provision of any such Information would violate any Law or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Remainco shall not be obligated to provide such Information requested by Buyer; provided that Remainco shall, and shall cause the other members of the Remainco Group to, use commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege; provided, further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which cannot be reasonably obtained), or violate any Contract, the Parties shall, and shall cause each other member of their respective Groups to, take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence; or
(bii) After the LSC Distribution Datethat (A) is required by Buyer with regard to reasonable compliance with reporting, upon the prior written request by RRD disclosure, filing or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct other Laws imposed on any member of the RRD Retained Business or Donnelley Financial Business, as Buyer Group (including under applicable securities Laws) by a Governmental Authority having jurisdiction over such member of the case may be, up to the LSC Distribution DateBuyer Group, or (yB) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Action or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Buyer has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of a member of the requesting PartyBuyer Group; provided that, to the extent any originals are delivered to a member of the Buyer Group pursuant to any of the Transaction Documents, such member of the Buyer Group shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that any such access or the provision of any such Information would violate any Law or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Remainco shall not be obligated to provide such Information requested by Buyer; provided that Remainco shall, and shall cause the other members of the Remainco Group to, use commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege; provided, further, that if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which cannot be reasonably obtained), or violate any Contract, the Parties shall, and shall cause each other member of their respective Groups to, take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence.
(cb) After the Donnelley Financial Distribution DateClosing, and subject to compliance with the terms of the Transaction Documents, upon the prior written reasonable request by RRD or LSC by, and at the expense of, Remainco for specific and identified Information which Information:
(i) that (A) relates to (x) RRD or LSC Remainco or the conduct of the RRD Remainco Retained Business or LSC Business, as the case may be, up prior to the Donnelley Financial Distribution DateEquity Sale Closing Time or (B) is necessary for any member of the Remainco Group to comply with the terms of, or (y) otherwise perform under, any Ancillary Agreement of the Transaction Documents to which Donnelley Financial such member of the Remainco Group and one or more any member of RRD and/or LSC the Buyer Group are parties, as applicable, Donnelley Financial the applicable member of the Buyer Group shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Remainco has a reasonable need for such originals) in the possession or control of Donnelley Financial or any a member of its Subsidiariesthe Buyer Group, but only to the extent such items so relate and are not already in the possession or control of a member of the Remainco Group; provided that, to the extent any originals are delivered to the member of the Remainco Group pursuant to any of the Transaction Documents, such member of the Remainco Group shall, at its own expense, return them to Buyer within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the later of (1) the sixth (6th) anniversary of the Closing Date and (2) three (3) months after the earlier termination or expiration of the Transaction Document to which the Information relates; provided, further, that to the extent that any such access or the provision of any such Information would violate any Law or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Buyer shall not be obligated to provide such Information requested by Remainco; provided that Buyer shall, and shall cause the other members of the Buyer Group to, use commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege; provided, further, that if Buyer reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which cannot be reasonably obtained), or violate any Contract, the Parties shall, and shall cause each other member of their respective Groups to, take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence; or
(ii) that (A) is required by Remainco with regard to reasonable compliance with reporting, disclosure, filing or other Laws imposed on any member of the Remainco Group (including under applicable securities Laws) by a Governmental Authority having jurisdiction over such member of the Remainco Group, or (B) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Buyer shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Remainco has a reasonable need for such originals) in the possession or control of a member of the Buyer Group, but only to the extent such items so relate and are not already in the possession or control of Remainco; provided that, to the extent any originals are delivered to Remainco pursuant to any of the Transaction Documents, Remainco shall, at its own expense, return them to Buyer within a reasonable time after the need to retain such originals has ceased; provided, further, that if any such access or the provision of any such Information would violate any Law or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Buyer shall not be obligated to provide such Information requested by Remainco; provided that Buyer shall, and shall cause the other members of the Buyer Group to, use commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege; provided, further, that if Buyer reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which cannot be reasonably obtained), or violate any Contract, the Parties shall, and shall cause each other member of their respective Groups to, take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence.
(c) From and after the Closing, each Party shall have the right to request in writing (including on behalf of any member of its Group) that the other Parties make available for inspection any non-privileged books, records or other documents within its control or that it otherwise has the ability to make available, to the extent such 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 the members of the Remainco Group or the members of the Buyer Group (with respect to the Spinco Business), 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 under this Agreement. The requesting Party shall bear all reasonable out-of-pocket costs and expenses actually incurred in connection therewith. Any such disclosure of books, records and documents shall be made subject to Section 4.6.
(d) Subject to the conditions and limitations in this Article IV, upon reasonable prior notice, the Parties agree to make their respective personnel reasonably available during regular business hours to discuss any Information exchanged pursuant to this Section 4.3. Rxxxxxxx, Xxxxxx Partner and Buyer shall inform their and their Groups’ respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated Representatives who have or have access to the other Party’s Confidential Information or other Information provided this Article IV of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.
(e) Any Information provided by or made available by or on behalf of any Party (or any other member of any Group pursuant to this Article IV) shall be on an “as is” basis and no Party (or any member of any Group) is making any representation or warranty with respect to such Information or the completeness thereof.
Appears in 1 contract
Samples: Separation and Sale Agreement (International Game Technology PLC)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VII), and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential InformationInformation and to any applicable provision of this Agreement, any Specified Ancillary Agreement or the Merger Agreement:
(a) After after the applicable Relevant Effective Time, upon the prior written request by LSC or Donnelley Financial CPLG for specific and identified Information which relates to (x) LSC or Donnelley Financial CPLG or the conduct of the LSC Separated Real Estate Business or Donnelley Financial Business, as the case may be, up prior to the applicable Distribution Date, Effective Time or (y) any Ancillary Agreement to which RRD LQ Parent and one or more of LSC and/or Donnelley Financial CPLG are parties, as applicable, RRD LQ Parent shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if CPLG is the Party making the request owner of such originals or has a reasonable need for such originals) in the possession or control of RRD LQ Parent or any of its Affiliates or Subsidiaries; provided, but that CPLG shall only use such Information in the conduct of the Separated Real Estate Business and may not sell, gift or otherwise Transfer, or disclose or license, such Information to a third party; provided, further that nothing in this clause (a) shall constitute any grant of any right or license with respect to any Intellectual Property and, except as expressly agreed pursuant to the extent such items so relate Management and are not already in the possession or control Franchise Agreement, neither CPLG nor any member of the requesting Party.CPLG Group shall have any right to use any Intellectual Property owned by any member of the LQ Parent Group (whether or not embodied or contained in such Information)
(b) After after the LSC Distribution DateEffective Time, upon the prior written request by RRD or Donnelley Financial LQ Parent for specific and identified Information which relates to (x) RRD or Donnelley Financial LQ Parent or the conduct of the RRD LQ Parent Retained Business or Donnelley Financial Business, as the case may be, up prior to the LSC Distribution Date, Effective Time or (y) any Ancillary Agreement to which LSC CPLG and one or more of RRD and/or Donnelley Financial LQ Parent are parties, as applicable, LSC CPLG shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if LQ Parent is the Party making the request owner of such originals or has a reasonable need for such originals) in the possession or control of LSC CPLG or any of its Subsidiaries; provided that, but only to the extent such items so relate and any originals (other than originals that are not already in the possession or control of owned by the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates are delivered to (x) RRD or LSC any requesting Party pursuant to this Agreement or the conduct of the RRD Retained Business or LSC BusinessSpecified Ancillary Agreements, as the case may besuch Party shall, up at its own expense, return them to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of Party having provided such request, appropriate copies of such Information (or the originals thereof if the Party making the request has within a reasonable time after the need for to retain such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyoriginals has ceased.
Appears in 1 contract
Provision of Corporate Records. Other As soon as practicable after the Closing Date and in no event later than twenty (20) days after Closing, as permitted by Law, Delta shall use its commercially reasonable efforts to deliver or cause to be delivered to Newco all Transferred DPP Books and Records then in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions possession of such Article will govern) Delta or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VIIany Retained Subsidiary, and subject Newco shall use its commercially reasonable efforts to appropriate restrictions for classified, privileged deliver or Confidential Informationcause to be delivered to Delta all Delta Books and Records then in the possession of any Transferred DPP Company or any of its Subsidiaries. The foregoing shall be limited by the following specific provisions:
(a) After To the applicable Relevant Timeextent any document (other than that stored on electronic media) can be subdivided without unreasonable effort into two portions, upon one of which constitutes a Transferred DPP Book and Record and the prior written request by LSC or Donnelley Financial for specific other of which constitutes a Delta Book and identified Information which relates to Record, such document (xother than that stored on electronic media) LSC or Donnelley Financial or shall be so sub-divided, and the conduct original of the LSC Business or Donnelley Financial Business, as portion such document (other than that stored on electronic media) which constitutes a Transferred DPP Book and Record shall be provided to Newco (with a copy thereof provided to Delta) and the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control original of the requesting Partyportion such document (other than that stored on electronic media) which constitutes a Delta Book and Record shall be provided to Delta (with a copy thereof provided to Newco).
(b) After the LSC Distribution Date, upon the prior written request by RRD Neither party shall be required to conduct any company wide search or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct investigation of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyfiles.
(c) After the Donnelley Financial Distribution DateFor purposes of this Section 7.6, upon the prior written request by RRD or LSC for “commercially reasonable efforts” shall require, without limitation, deliveries of any such specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial discrete books and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) records requested in writing by either party and then in the possession of the other party.
(d) Each party may retain copies of the books and records of the other already in its possession, and may use such books and records as reasonably required for its normal business purposes, subject to this Agreement and the Related Agreements, and subject to holding in confidence information contained in such books and records in accordance with the requirements and limitations of this Agreement including Section 7.12 and Section 7.13.
(e) Each party may refuse to furnish any Information if it believes in good faith that doing so presents, based on advice of counsel (which can be inside counsel provided such advice is in writing), a significant risk of loss of the ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege.
(f) Neither party shall be required to deliver to the other books and records or control portions thereof (i) if such delivery would violate any applicable Law or (ii) which are subject to confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other party, such party shall use its commercially reasonable efforts to seek a waiver of Donnelley Financial or such confidentiality restriction.
(g) Delta may redact any of its Subsidiaries, but only Information covered by this Section 7.6 as and to the extent such items so relate Information relates to Delta’s business, Assets or Liabilities other than the Transferred DPP Companies and are not already in their Subsidiaries, the possession or control of DPP Business, the requesting PartyDPP Assets and the Assumed Liabilities.
Appears in 1 contract
Samples: Contribution Agreement (Patheon Inc)
Provision of Corporate Records. Other than As soon as practicable on or after the Closing Date, as permitted by Law, TDY shall use its commercially reasonable efforts to deliver or cause to be delivered to Buyer all Transferred Tungsten Materials Books and Records then in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions possession of such Article will govern) ATI or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VIIany Retained Subsidiary, and subject Buyer shall use its commercially reasonable efforts to appropriate restrictions for classifieddeliver or cause to be delivered to TDY all ATI Books and Records, privileged if any, then in the possession of Buyer or Confidential Informationits Affiliates. The foregoing shall be limited by the following specific provisions:
(a) After To the applicable Relevant Timeextent any document (other than that stored on electronic media) can be subdivided without unreasonable effort into two portions, upon one of which constitutes a Transferred Tungsten Materials Book and Record and the prior written request by LSC or Donnelley Financial for specific other of which constitutes a ATI Book and identified Information which relates to Record, such document (xother than that stored on electronic media) LSC or Donnelley Financial or shall be so sub-divided, and the conduct original of the LSC Business or Donnelley Financial Business, as portion such document (other than that stored on electronic media) which constitutes a Transferred Tungsten Materials Book and Record shall be provided to Buyer (with a copy thereof provided to TDY) and the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control original of the requesting Partyportion such document (other than that stored on electronic media) which constitutes an ATI Book and Record shall be provided to TDY (with a copy thereof provided to Buyer).
(b) After the LSC Distribution Date, upon the prior written request by RRD Neither party shall be required to conduct any company-wide search or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct investigation of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyfiles.
(c) After the Donnelley Financial Distribution DateFor purposes of this Section 5.6, upon the prior written request by RRD “commercially reasonable efforts” shall require deliveries of books and records that on their face are Transferred Tungsten Materials Books and Records or LSC for specific ATI Books and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are partiesRecords, as applicable, Donnelley Financial shall provideand any such specific and discrete books and records related to the Tungsten Materials Business or the Excluded Businesses, as soon applicable, reasonably requested in writing by either party and then in the possession of the other party.
(d) Each party may retain copies of the books and records of the other already in its possession, and may use such books and records as reasonably practicable following required for its normal business purposes, subject to this Agreement and the receipt Related Agreements, and subject to holding in confidence information contained in such books and records in accordance with the requirements and limitations of such request, appropriate copies of such Information (or the originals thereof if the Party making the request this Agreement including Sections 5.13 and 5.14. If either party has a reasonable need for concern regarding the other party’s use of such originalsbooks and records, such party may, upon reasonable prior written notice and at such party’s expense, audit the other party’s use of such books and records at times and in a manner reasonably acceptable to all parties.
(e) Each party may refuse to furnish any Information if it believes in good faith that doing so presents, based on an opinion of counsel (which can be inside counsel), a significant risk of loss of the possession ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege.
(f) Neither party shall be required to deliver to the other books and records or control portions thereof (i) if such delivery would violate any applicable Law or (ii) which are subject to confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other party, such party shall use its commercially reasonable efforts to seek a waiver of Donnelley Financial or such confidentiality restriction.
(g) TDY may redact any of its Subsidiaries, but only Information covered by this Section 5.6 as and to the extent such items so relate Information relates to the Excluded Businesses, the Excluded Assets or the Retained Liabilities.
(h) Buyer may redact any Information covered by this Section 5.6 as and are not already in to the possession extent such Information relates to Buyer’s business, assets or control of liabilities other than the requesting PartyTungsten Materials Assets, the Transferred Subsidiaries and the Assumed Liabilities.
Appears in 1 contract
Provision of Corporate Records. Other than As soon as practicable after the Closing Date, DuPont shall use its commercially reasonable efforts to deliver or cause to be delivered to Buyer all DPC Books and Records then in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions possession of such Article will govern) DuPont or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VIIany Retained Subsidiary, and subject Buyer shall use its commercially reasonable efforts to appropriate restrictions for classified, privileged deliver or Confidential Informationcause to be delivered to DuPont all DuPont Books and Records then in the possession of any Transferred Business Company. The foregoing shall be limited by the following specific provisions:
(ai) After To the applicable Relevant Timeextent any document (including computer tape) can be subdivided without unreasonable effort into two portions, upon one of which constitutes a DPC Book and Record and the prior written request by LSC other of which constitutes a DuPont Book and Record, such document (including computer tape) shall be so sub-divided, and the original of the portion such document (including computer tape) which constitutes a DPC Book and Record shall be provided to Buyer (with a copy thereof provided to DuPont) and the original of the portion such document (including computer tape) which constitutes a DuPont Book and Record shall be provided to DuPont (with a copy thereof provided to Buyer).
(ii) Neither party shall be required to conduct any company-wide search or Donnelley Financial for investigation of files.
(iii) Commercially reasonable efforts" shall require, without limitation, deliveries of any such specific and identified discrete books and records requested in writing by either party.
(iv) Each party may retain copies of books and records delivered to the other, subject to holding in confidence in accordance with Section 5.15 hereof information contained in such books and records.
(v) Each party may refuse to furnish any Information if it believes in good faith that doing so presents, based on an opinion of counsel (which relates to (x) LSC or Donnelley Financial or the conduct can be inside counsel), a significant risk of loss of the LSC Business or Donnelley Financial Business, as ability to successfully assert a claim of Privilege; PROVIDED that the case may be, up parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of privilege.
(vi) Neither party shall be required to deliver to the applicable Distribution Dateother books and records or portions thereof which are subject to confidentiality agreements which would by their terms prohibit such delivery; PROVIDED, or (y) any Ancillary Agreement HOWEVER, if requested by the other party, such party shall use its commercially reasonable efforts to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt seek a waiver of such request, appropriate copies of such confidentiality restriction.
(vii) DuPont may redact any Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only covered by this Section 5.6 as and to the extent such items so relate and are not already in Information relates to the possession Retained Business, the Excluded Assets or control of the requesting PartyRetained Liabilities.
(bviii) After the LSC Distribution Date, upon the prior written request Buyer may redact any Information covered by RRD or Donnelley Financial for specific this Section 5.6 as and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD Buyer's business, assets or LSC or liabilities other than the conduct of Transferred Business Companies, the RRD Retained Business or LSC Business, as Transferred Assets and the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting PartyAssumed Liabilities.
Appears in 1 contract
Provision of Corporate Records. (a) Other than in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event ), after the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the applicable Relevant TimeDistribution Date, upon the prior written request by LSC Cognizant or Donnelley Financial ACNielsen for specific and identified Information agreements, documents, books, records or files (collectively, "Records") which relates relate to (x) LSC Cognizant or Donnelley Financial ACNielsen or the conduct of the LSC Cognizant Business or Donnelley Financial ACNielsen Business, as the case may be, up to the applicable Distribution DateEffective Time, or (y) any Ancillary Agreement to which RRD D&B and one or more of LSC Cognizant and/or Donnelley Financial ACNielsen are parties, as applicable, RRD D&B shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of RRD D&B or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(b) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the LSC provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD D&B or Donnelley Financial ACNielsen for specific and identified Information Records which relates relate to (x) RRD D&B or Donnelley Financial ACNielsen or the conduct of the RRD Retained D&B Business or Donnelley Financial the ACNielsen Business, as the case may be, up to the LSC Distribution DateEffective Time, or (y) any Ancillary Agreement to which LSC Cognizant and one or more of RRD D&B and/or Donnelley Financial ACNielsen are parties, as applicable, LSC Cognizant shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of LSC Cognizant or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
(c) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the Donnelley Financial provisions of such Article will govern), after the Distribution Date, upon the prior written request by RRD D&B or LSC Cognizant for specific and identified Information Records which relates relate to (x) RRD D&B or LSC Cognizant or the conduct of the RRD Retained D&B Business or LSC the Cognizant Business, as the case may be, up to the Donnelley Financial Distribution DateEffective Time, or (y) any Ancillary Agreement to which Donnelley Financial ACNielsen and one or more of RRD D&B and/or LSC Cognizant are parties, as applicable, Donnelley Financial ACNielsen shall providearrange, as soon as reasonably practicable following the receipt of such request, for the provision of 36 36 appropriate copies of such Information Records (or the originals thereof if the Party party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial ACNielsen or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyparty.
Appears in 1 contract
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will III shall govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged information or Confidential Information:
Information in Section 4.6 and Section 4.7: (a) After the applicable Relevant Merger Effective Time, and subject to compliance with the terms of the Transaction Documents, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Xxxxxx Partner for specific and identified Information which Information: (i) that (A) relates to (x) LSC or Donnelley Financial Spinco or the conduct of the LSC Business or Donnelley Financial Spinco Business, as the case may be, up prior to the applicable Distribution DateEffective Time or (B) is necessary for Merger Partner and Spinco to comply with the terms of, or (y) otherwise perform under, any Ancillary Agreement of the Transaction Documents to which RRD Remainco, Spinco and one or more of LSC and/or Donnelley Financial Merger Partner are parties, as applicable, RRD Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Merger Partner has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct a member of the RRD Retained Business or Donnelley Financial BusinessMerger Partner Group; provided that, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent any originals are delivered to the member of the Merger Partner Group pursuant to any of the Transaction Documents, such items so relate member of the Merger Partner Group shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and are not already be of no further force and effect on the date that is the later of (1) the sixth (6th) anniversary of the Distribution Date and (2) three (3) months after the earlier termination or expiration of the Transaction Document to which the Information relates; provided, further, that, if any such access or the provision of any such Information would violate any Law or would reasonably be expected to result in the possession waiver of any attorney-client privilege, rights under the work product doctrine or control other applicable privilege, Remainco shall not be obligated to provide such Information requested by Xxxxxx Partner; provided that Remainco shall, and shall cause the other members of the requesting Party.
Remainco Group to, use commercially reasonable efforts to allow such access (cor access to a portion thereof) After the Donnelley Financial Distribution Datein a manner that does not result in a loss of such privilege; provided, upon the prior written request by RRD or LSC for specific and identified further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Datecannot be reasonably obtained), or (y) violate any Ancillary Agreement to which Donnelley Financial Contract, the Parties shall, and one or more shall cause each other member of RRD and/or LSC are partiestheir respective Groups to, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a take all reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.best
Appears in 1 contract
Samples: Separation and Distribution Agreement (Everi Holdings Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII IV (in which event the provisions of such Article will IV shall govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential InformationInformation in Section 5.6 and Section 5.7:
(a) After the applicable Relevant Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, RMT Partner for specific and identified Information which relates to Information:
(i) that (x) LSC or Donnelley Financial relates to Spinco or the conduct of the LSC Business or Donnelley Financial Spinco Business, as the case may be, up prior to the applicable Distribution Date, Separation Effective Time or (y) is necessary for RMT Partner and/or Spinco to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which RRD and one or more of LSC Remainco and/or Donnelley Financial Spinco and/or RMT Partner are parties, as applicable, RRD Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request RMT Partner has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After RMT Partner Group; provided that, to the LSC Distribution Dateextent any originals are delivered to the RMT Partner Group pursuant to this Agreement or the Ancillary Agreements, upon RMT Partner shall, at its own expense, return them to Remainco within a reasonable time after the prior written request by RRD or Donnelley Financial for specific need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and identified Information which relates to be of no further force and effect on the date that is the later of (x) RRD the sixth (6th) anniversary of the Distribution Date and (y) three (3) months after the earlier termination or Donnelley Financial expiration of this Agreement or the conduct Ancillary Agreement to which the Information relates; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the RRD Retained Business waiver of any attorney-client privilege, rights under the work product doctrine or Donnelley Financial Businessother applicable privilege, as Remainco shall not be obligated to provide such Information requested by RMT Partner; provided, further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the case may beParties shall, up and shall cause each other member of their respective Groups, to the LSC Distribution Datetake all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence; or
(ii) that (x) is required by RMT Partner with regard to reasonable compliance with reporting, disclosure, filing or other Legal Requirements imposed on RMT Partner (including under applicable securities laws) by a Governmental Body having jurisdiction over RMT Partner, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Legal Proceeding or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request RMT Partner has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of the requesting PartyRMT Partner Group; provided that, to the extent any originals are delivered to the RMT Partner Group pursuant to this Agreement or the Ancillary Agreements, RMT Partner shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Remainco shall not be obligated to provide such Information requested by RMT Partner; provided, further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the Parties shall, and shall cause each other member of their respective Groups, to take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence.
(cb) After the Donnelley Financial Distribution DateEffective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by RRD or LSC by, and at the expense of, Remainco for specific and identified Information which relates to Information:
(i) that (x) RRD or LSC relates to Remainco or the conduct of the RRD Remainco Retained Business or LSC Business, as the case may be, up prior to the Donnelley Financial Distribution Date, Separation Effective Time or (y) is necessary for Remainco to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Donnelley Financial and one or more of RRD Remainco and/or LSC Spinco and/or RMT Partner are parties, as applicable, Donnelley Financial RMT Partner shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Remainco has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiariesthe RMT Partner Group, but only to the extent such items so relate and are not already in the possession or control of Remainco; provided that, to the extent any originals are delivered to the Remainco Group pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return them to RMT Partner within a reasonable time after the need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the later of (x) the sixth (6th) anniversary of the Distribution Date and (y) three (3) months after the earlier termination or expiration of this Agreement or the Ancillary Agreement to which the Information relates; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, RMT Partner shall not be obligated to provide such Information requested by Remainco; provided, further, that, if RMT Partner reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the Parties shall, and shall cause each other member of their respective Groups, to take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence; or
(ii) that (x) is required by Remainco with regard to reasonable compliance with reporting, disclosure, filing or other Legal Requirements imposed on Remainco (including under applicable securities laws) by a Governmental Body having jurisdiction over Remainco, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Legal Proceeding or other similar requirements, as applicable, RMT Partner shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Remainco has a reasonable need for such originals) in the possession or control of the RMT Partner Group, but only to the extent such items so relate and are not already in the possession or control of Remainco; provided that, to the extent any originals are delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return them to RMT Partner within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, RMT Partner shall not be obligated to provide such Information requested by Remainco provided, further, that, if RMT Partner reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the Parties shall, and shall cause each other member of their respective Groups, to take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence.
(c) From and after the Effective Time, each Party shall have the right to request in writing (including on behalf of any member of its Group) that the other Parties make available for inspection any non-privileged books, records, or other documents within its control or that it otherwise has the ability to make available, to the extent such books, records or other documents may reasonably be required in connection with any Legal Proceeding or threatened or contemplated Legal Proceeding (including preparation for such Legal Proceeding) in which the Remainco Group or RMT Partner Group (with respect to the Spinco Business), as applicable, may from time to time be involved, regardless of whether such Legal Proceeding 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 actually incurred in connection therewith. Any such disclosure of books, records and documents shall be made subject to Section 5.6.
(d) Subject to the conditions and limitations in this Article V, upon reasonable prior written notice, the Parties agree to make their respective personnel reasonably available during regular business hours to discuss any Information exchanged pursuant to this Section 5.3. Each of Remainco and RMT Partner shall inform their and their Groups’ respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated Representatives who have or have access to the other Party’s Confidential Information or other Information provided this Article V of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.
(e) Any Information provided by or made available by or on behalf of any Party (or any other member of any Group pursuant to this Article V) shall be on an “as is” basis and no Party (or any member of any Group) is making any representation or warranty with respect to such Information or the completeness thereof.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Rexnord Corp)
Provision of Corporate Records. Other than As soon as practicable on or after the Closing Date, as permitted by Law, TDY shall use its commercially reasonable efforts to deliver or cause to be delivered to Buyer all Transferred Tungsten Materials Books and Records then in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions possession of such Article will govern) ATI or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VIIany Retained Subsidiary, and subject Buyer shall use its commercially reasonable efforts to appropriate restrictions for classifieddeliver or cause to be delivered to TDY all ATI Books and Records, privileged if any, then in the possession of Buyer or Confidential Informationits Affiliates. The foregoing shall be limited by the following specific provisions:
(a) After To the applicable Relevant Timeextent any document (other than that stored on electronic media) can be subdivided without unreasonable effort into two portions, upon one of which constitutes a Transferred Tungsten Materials Book and Record and the prior written request by LSC or Donnelley Financial for specific other of which constitutes a ATI Book and identified Information which relates to Record, such document (xother than that stored on electronic media) LSC or Donnelley Financial or shall be so sub-divided, and the conduct original of the LSC Business or Donnelley Financial Business, as portion such document (other than that stored on electronic media) which constitutes a Transferred Tungsten Materials Book and Record shall be provided to Buyer (with a copy thereof provided to TDY) and the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control original of the requesting Partyportion such document (other than that stored on electronic media) which constitutes an ATI Book and Record shall be provided to TDY (with a copy thereof provided to Buyer).
(b) After the LSC Distribution Date, upon the prior written request by RRD Neither party shall be required to conduct any company-wide search or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct investigation of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partyfiles.
(c) After the Donnelley Financial Distribution DateFor purposes of this Section 5.6, upon the prior written request by RRD "commercially reasonable efforts" shall require deliveries of books and records that on their face are Transferred Tungsten Materials Books and Records or LSC for specific ATI Books and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are partiesRecords, as applicable, Donnelley Financial shall provideand any such specific and discrete books and records related to the Tungsten Materials Business or the Excluded Businesses, as soon applicable, reasonably requested in writing by either party and then in the possession of the other party.
(d) Each party may retain copies of the books and records of the other already in its possession, and may use such books and records as reasonably practicable following required for its normal business purposes, subject to this Agreement and the receipt Related Agreements, and subject to holding in confidence information contained in such books and records in accordance with the requirements and limitations of such request, appropriate copies of such Information (or the originals thereof if the Party making the request this Agreement including Sections 5.13 and 5.14. If either party has a reasonable need for concern regarding the other party's use of such originalsbooks and records, such party may, upon reasonable prior written notice and at such party's expense, audit the other party's use of such books and records at times and in a manner reasonably acceptable to all parties.
(e) Each party may refuse to furnish any Information if it believes in good faith that doing so presents, based on an opinion of counsel (which can be inside counsel), a significant risk of loss of the possession ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege.
(f) Neither party shall be required to deliver to the other books and records or control portions thereof (i) if such delivery would violate any applicable Law or (ii) which are subject to confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other party, such party shall use its commercially reasonable efforts to seek a waiver of Donnelley Financial or such confidentiality restriction.
(g) TDY may redact any of its Subsidiaries, but only Information covered by this Section 5.6 as and to the extent such items so relate Information relates to the Excluded Businesses, the Excluded Assets or the Retained Liabilities.
(h) Buyer may redact any Information covered by this Section 5.6 as and are not already in to the possession extent such Information relates to Buyer's business, assets or control of liabilities other than the requesting PartyTungsten Materials Assets, the Transferred Subsidiaries and the Assumed Liabilities.
Appears in 1 contract
Samples: Purchase Agreement (Kennametal Inc)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII III (in which event the provisions of such Article will III shall govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged information or Confidential Information:
Information in Section 4.6 and Section 4.7: (a) After the applicable Relevant Merger Effective Time, and subject to compliance with the terms of the Transaction Documents, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Xxxxxx Partner for specific and identified Information which Information: (i) that (A) relates to (x) LSC or Donnelley Financial Spinco or the conduct of the LSC Business or Donnelley Financial Spinco Business, as the case may be, up prior to the applicable Distribution DateEffective Time or (B) is necessary for Merger Partner and Spinco to comply with the terms of, or (y) otherwise perform under, any Ancillary Agreement of the Transaction Documents to which RRD Remainco, Spinco and one or more of LSC and/or Donnelley Financial Merger Partner are parties, as applicable, RRD Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Merger Partner has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct a member of the RRD Retained Business or Donnelley Financial BusinessMerger Partner Group; provided that, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent any originals are delivered to the member of the Merger Partner Group pursuant to any of the Transaction Documents, such items so relate member of the Merger Partner Group shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and are not already be of no further force and effect on the date that is the later of (1) the sixth (6th) anniversary of the Distribution Date and (2) three (3) months after the earlier termination or expiration of the Transaction Document to which the Information relates; provided, further, that, if any such access or the provision of any such Information would violate any Law or would reasonably be expected to result in the possession waiver of any attorney-client privilege, rights under the work product doctrine or control other applicable privilege, Remainco shall not be obligated to provide such Information requested by Xxxxxx Partner; provided that Remainco shall, and shall cause the other members of the requesting Party.
Remainco Group to, use commercially reasonable efforts to allow such access (cor access to a portion thereof) After the Donnelley Financial Distribution Datein a manner that does not result in a loss of such privilege; provided, upon the prior written request by RRD or LSC for specific and identified further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Datecannot be reasonably obtained), or (y) violate any Ancillary Agreement to which Donnelley Financial Contract, the Parties shall, and one or more shall cause each other member of RRD and/or LSC are partiestheir respective Groups to, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a take all reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.best
Appears in 1 contract
Samples: Separation and Distribution Agreement (International Game Technology PLC)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will VI shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting or Information related to Intellectual Property licensed pursuant to the applicable IP Cross License (in which event the provisions of Article VII, the IP Cross License shall govern) and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant Separation Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Versum for specific and identified Information which relates to Information:
(i) that (x) LSC or Donnelley Financial relates to Versum or the conduct of the LSC Business or Donnelley Financial Versum Business, as the case may be, up prior to the applicable Distribution Date, Separation Time or (y) is necessary for Versum to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which RRD and one or more of LSC Air Products and/or Donnelley Financial Versum are parties, as applicable, RRD Air Products shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Versum has a reasonable need for such originals) in the possession or control of RRD Air Products or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Versum; provided that to the requesting Party.extent any originals are delivered to Versum pursuant to this Agreement or the Ancillary Agreements, Versum shall, at its own expense, return them to Air Products within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further, that in the event that Air Products, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a third party or could reasonably result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Air Products shall not be obligated to provide such Information requested by Versum;
(bii) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to that (x) RRD is required by Versum with regard to reasonable compliance with reporting, disclosure, filing or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Dateother requirements imposed on Versum (including under applicable securities laws) by a Governmental Entity having jurisdiction over Versum, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Action or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Air Products shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Versum has a reasonable need for such originals) in the possession or control of LSC Air Products or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Versum; provided that to the requesting Party.extent any originals are delivered to Versum pursuant to this Agreement or the Ancillary Agreements, Versum shall, at its own expense, return them to Air Products within a reasonable time after the need to retain such originals has ceased; provided, further, that in the event that Air Products, in its sole discretion, determines that any such access or the provision of any such Information, including information requested under Section 7.2 would violate any Law or Contract with a third party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Air Products shall not be obligated to provide such Information requested by Versum; or
(cb) After the Donnelley Financial Distribution DateSeparation Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by RRD or LSC by, and at the expense of, Air Products for specific and identified Information which relates to Information:
(i) that (x) RRD or LSC relates to Air Products or the conduct of the RRD Air Products Retained Business or LSC Business, as the case may be, up prior to the Donnelley Financial Distribution Date, Separation Time or (y) is necessary for Air Products to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Donnelley Financial and one or more of RRD Air Products and/or LSC Versum are parties, as applicable, Donnelley Financial Versum shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Air Products has a reasonable need for such originals) in the possession or control of Donnelley Financial Versum or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Air Products; provided that to the requesting extent any originals are delivered to Air Products pursuant to this Agreement or the Ancillary Agreements, Air Products shall, at its own expense, return them to Versum within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further, that in the event that Versum, in its sole discretion, determines that any such access or the provision of any such Information, including information requested under Section 7.2 would violate any Law or Contract with a third party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Versum shall not be obligated to provide such Information requested by Air Products.
(ii) that (x) is required by Air Products with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Air Products (including under applicable securities laws) by a Governmental Entity having jurisdiction over Air Products, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Versum shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Air Products has a reasonable need for such originals) in the possession or control of Versum or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Air Products; provided that to the extent any originals are delivered to Air Products pursuant to this Agreement or the Ancillary Agreements, Air Products shall, at its own expense, return them to Versum within a reasonable time after the need to retain such originals has ceased.
(c) Each of Air Products and Versum shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 7.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.
Appears in 1 contract
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VII (in which event the provisions of such Article VII will govern) or for matters related to the provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will govern) or for matters related to the separation of Information (which shall be governed by Section 5.2) and without limiting the applicable provisions of Article VIIV, and subject to appropriate restrictions for classified, privileged Privileged Information (as defined below) or Confidential Information:
(a) After the applicable Relevant TimeSpinco Distribution Date and until the date on which Spinco was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(a) in accordance with Spinco’s obligations under Section 8.1(b), and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Remainco for specific and identified Information (i) which relates to (x) LSC constitutes an Asset of the Remainco Group, as applicable, and the Transfer of such Asset has not been consummated as of the Spinco Distribution Date, or Donnelley Financial (y) relates to the Remainco Group or the conduct of the LSC Business or Donnelley Financial Remainco Business, as the case may be, up to the applicable Spinco Distribution Date, solely to the extent reasonably necessary for the Parties to complete the separation of Assets (including Records) as contemplated hereby (or for such other reasonable purposes as may be agreed by the Parties), Spinco shall, and shall cause the other members of the Group (yand each of its and their respective then-Affiliates) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are partiesto, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, Remainco, and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if Remainco has a reasonable need for such originals) in the possession or control of any member of the Spinco Group, but only to the extent such items (or copies thereof) constitute an Asset of the Remainco Group in accordance with clause (i)(x) or relate to the Remainco Group of the conduct of the Remainco Business in accordance with clause (i)(x) and are not already in the possession or control of Remainco (or any member of its Group); provided that, except in the case of clause (x) of this Section 8.2(a)(i), to the extent any original documentary Information is delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, and shall cause the other members of its Group (and each of its and their respective then-Affiliates) to, at its own expense, return them to Spinco within a reasonable time after the need to retain such originals pursuant to this Section 8.2 has ceased; provided further that, in the event that Spinco reasonably determines that any such access or the provision of any such Information would reasonably be expected to be materially commercially detrimental to Spinco or any member of the Spinco Group or would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of the requesting Party), Spinco shall not be obligated to, and shall not be obligated to cause the other members of the Spinco Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Remainco, provided, however, in the event access or the provision of any such Information would reasonably be expected to be materially commercially detrimental or violate a Contract with a Third Party, Spinco shall, and shall cause the other members of the Spinco Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such Third Party to, the disclosure of such Information or (ii) that (x) is required by any member of the Remainco Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Remainco (including under applicable securities Laws) by a Governmental Entity having jurisdiction over Remainco, (y) is required by Remainco in connection with the production of any financial statements produced in connection with any acquisition or disposition involving Remainco, or (z) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Spinco shall, and shall cause the other members of the Spinco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Remainco and its respective designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the applicable member of the Remainco Group has a reasonable need for such originals) in the possession or control of Spinco or any other member of the Spinco Group (or any of its or their respective then-Affiliates), but only to the extent such items are of the type set forth in clauses (x), (y) or (z) of this Section 8.2(a)(ii) and are not already in the possession or control of Remainco (or another member of its Group, or any of their respective then-Affiliates); provided that, to the extent any original documentary Information is delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return such Information to Spinco within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Spinco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 5.1) would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the Assets, Business and/or Liabilities of the requesting Party), Spinco shall not be obligated to provide such Information requested by Remainco, provided, further, that in the event access or the provision of any such Information would violate a Contract with a Third Party, Spinco shall, and shall cause the other members of the Spinco Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such Third Party to the disclosure of such Information.
(b) After the Spinco Distribution Date and until the date on which Remainco was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(b) in accordance with Spinco’s obligations under Section 8.1(b), and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Spinco for specific and identified Information (i) which (x) constitutes an Asset of the Spinco Group, and the Transfer of such Asset has not been consummated as of the Spinco Distribution Date or (y) relates to the Spinco Group or the conduct of the Spinco Business up to the Spinco Distribution Date solely to the extent reasonably necessary for the Parties to complete the separation of Assets (including Records) as contemplated hereby (or for such other reasonable purposes as may be agreed by the Parties), Remainco shall, and shall cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Spinco and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any member of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so (or copies thereof) constitute an Asset of the Spinco Group in accordance with clause (i)(x) or relate to the Spinco Group of the conduct of the Spinco Business in accordance with clause (i)(x) and are not already in the possession or control of Spinco (or any member of its Group); provided that, except in the requesting Party.
(b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to case of clause (x) RRD or Donnelley Financial of this Section 8.2(b)(i), to the extent any original documentary Information is delivered to Spinco pursuant to this Agreement or the conduct Ancillary Agreements, Spinco shall, and shall cause the other members of its Group (and its respective then-Affiliates) to, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Remainco reasonably determines that any such access or the provision of any such Information would reasonably be expected to be materially commercially detrimental to Remainco or any member of the RRD Retained Business Remainco Group or Donnelley Financial Businesswould violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of Spinco), as Remainco shall not be obligated to, and shall not be obligated to cause the case may beother members of the Remainco Group (and each of its and their respective then-Affiliates) to, up provide such Information requested by Spinco, in the event access or the provision of any such Information would reasonably be expected to be materially commercially detrimental or violate a Contract with a Third Party, Remainco shall, and shall cause the LSC Distribution Dateother members of the Remainco Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such Third Party to, the disclosure of such Information or (ii) that (x) is required by any member of the Spinco Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on such Person (including under applicable securities Laws) by a Governmental Entity having jurisdiction over such Person, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Action or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Remainco shall, and shall cause the other members of the Remainco Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Spinco and its respective designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the Party making applicable member of the request Spinco Group has a reasonable need for such originals) in the possession or control of LSC Remainco or any other member of the Remainco Group (or any of its Subsidiariesor their respective then-Affiliates), but only to the extent such items so relate are of the type set forth in clauses (x) or (y) of this Section 8.1(b)(ii) and are not already in the possession or control of Spinco (or another member of its Group, or any of their respective then-Affiliates); provided that, to the requesting extent any original documentary Information is delivered to Spinco pursuant to this Agreement or the Ancillary Agreements, Spinco shall, at its own expense, return such Information to Remainco within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Remainco reasonably determines that any such access or the provision of any such Information (including Information requested under Section 5.1) would violate any Law (including any Data Protection Law) or Contract with a Third Party or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the Assets, Business and/or Liabilities of Spinco), Remainco shall not be obligated to provide such Information requested by Spinco, provided, further, that in the event access or the provision of any such Information would violate a Contract with a Third Party, Remainco shall, and shall cause the other members of the Remainco Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such Third Party to the disclosure of such Information.
(c) After the Donnelley Financial Distribution Date, upon the prior written request Any Information provided by RRD or LSC for specific on behalf of or made available by or on behalf of any Party (or any other member of any Group) pursuant to this Article VIII shall be on an “as is,” “where is” basis and identified no Party (or any member of any Group) is making any representation or warranty with respect to such Information which relates to (x) RRD or LSC or the conduct completeness thereof.
(d) Each of the RRD Retained Business Remainco and Spinco shall, and shall cause each other member of its Group to, inform its and their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or LSC Business, as the case may be, up have access to the Donnelley Financial Distribution Date, Confidential Information or (y) other Information of any Ancillary Agreement member of any other Group provided pursuant to which Donnelley Financial and one Section 5.1 or more this Article VIII of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of their obligation to hold such Information (or confidential in accordance with the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control provisions of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Partythis Agreement.
Appears in 1 contract
Samples: Separation and Distribution Agreement (International Flavors & Fragrances Inc)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will VI shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential Information:
(a) After the applicable Relevant Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Fortive for specific and identified Information which relates to Information:
(i) that (x) LSC or Donnelley Financial relates to Fortive or the conduct of the LSC Business or Donnelley Financial Fortive Business, as the case may be, up prior to the applicable Distribution Date, Effective Time or (y) is necessary for Fortive to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which RRD and one or more of LSC Xxxxxxx and/or Donnelley Financial Fortive are parties, as applicable, RRD Xxxxxxx shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Fortive has a reasonable need for such originals) in the possession or control of RRD Xxxxxxx or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the requesting Party.extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its own expense, return them to Xxxxxxx within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Xxxxxxx, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a third party or could reasonably result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Xxxxxxx shall not be obligated to provide such Information requested by Fortive;
(bii) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to that (x) RRD is required by Fortive with regard to reasonable compliance with reporting, disclosure, filing or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Dateother requirements imposed on Fortive (including under applicable securities laws) by a Governmental Entity having jurisdiction over Fortive, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Action or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Xxxxxxx shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Fortive has a reasonable need for such originals) in the possession or control of LSC Xxxxxxx or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the requesting Party.extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its own expense, return them to Xxxxxxx within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Xxxxxxx, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Xxxxxxx shall not be obligated to provide such Information requested by Fortive; or
(cb) After the Donnelley Financial Distribution DateEffective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by RRD or LSC by, and at the expense of, Xxxxxxx for specific and identified Information which relates to Information:
(i) that (x) RRD or LSC relates to Xxxxxxx or the conduct of the RRD Xxxxxxx Retained Business or LSC Business, as the case may be, up prior to the Donnelley Financial Distribution Date, Effective Time or (y) is necessary for Xxxxxxx to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Donnelley Financial and one or more of RRD Xxxxxxx and/or LSC Fortive are parties, as applicable, Donnelley Financial Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Xxxxxxx has a reasonable need for such originals) in the possession or control of Donnelley Financial Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Xxxxxxx; provided that, to the requesting extent any originals are delivered to Xxxxxxx pursuant to this Agreement or the Ancillary Agreements, Xxxxxxx shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Fortive, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a third party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Fortive shall not be obligated to provide such Information requested by Xxxxxxx.
(ii) that (x) is required by Xxxxxxx with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Xxxxxxx (including under applicable securities laws) by a Governmental Entity having jurisdiction over Xxxxxxx, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Xxxxxxx has a reasonable need for such originals) in the possession or control of Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Xxxxxxx; provided that, to the extent any originals are delivered to Xxxxxxx pursuant to this Agreement or the Ancillary Agreements, Xxxxxxx shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased.
(c) Each of Xxxxxxx and Fortive shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 7.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Fortive Corp)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will govern) or for matters related to the provision of Tax records information (in which event the provisions of the applicable Tax Disaffiliation Matters Agreement will shall govern) and without limiting the applicable provisions of Article VIIVI, and subject to appropriate restrictions for classifiedclassified Information, privileged Privileged Information or Confidential InformationInformation and subject further to any restrictions or limitations contained in Section 5.3 or elsewhere in this Article VII:
(a) After the applicable Relevant Effective Time, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, Apergy for specific and identified Information which relates to (x) LSC or Donnelley Financial primarily relates to any member of the Apergy Group or the conduct of the LSC Apergy Business or Donnelley Financial Business(including Apergy Assets and Apergy Liabilities), as the case may be, up to the applicable Distribution Date, Effective Time or (y) is necessary for Apergy to comply with the terms of, or otherwise perform under, any Shared Contract or Ancillary Agreement to which RRD and one or more of LSC Dover and/or Donnelley Financial Apergy are parties, as applicable, RRD Dover shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Apergy has a reasonable need for such originals) in the possession or control of RRD Dover or any of its Affiliates or SubsidiariesAffiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the requesting PartyApergy Group; provided that, to the extent any originals are delivered to any member of the Apergy Group pursuant to this Agreement, a Shared Contract or the Ancillary Agreements, Apergy shall or cause the applicable member of its Group to, at its own expense, return them to Dover within a reasonable time after the need to retain such originals has ceased.
(b) After the LSC Distribution DateEffective Time, upon the prior written reasonable request by RRD or Donnelley Financial by, and at the expense of, Dover for specific and identified Information which relates to (x) RRD or Donnelley Financial primarily relates to any member of the Dover Group or the conduct of the RRD Retained Dover Business or Donnelley Financial Business(including Dover Assets and Dover Liabilities), as the case may be, up to the LSC Distribution Date, Effective Time or (y) is necessary for Dover to comply with the terms of, or otherwise perform under, any Shared Contract or Ancillary Agreement to which LSC and one or more of RRD Dover and/or Donnelley Financial Apergy are parties, as applicable, LSC Apergy shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Dover has a reasonable need for such originals) in the possession or control of LSC Apergy or any of its SubsidiariesAffiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the requesting PartyDover Group; provided that, to the extent any originals are delivered to any member of the Dover Group pursuant to this Agreement, a Shared Contract or the Ancillary Agreements, Dover shall or cause the applicable member of its Group to, at its own expense, return them to Apergy within a reasonable time after the need to retain such originals has ceased.
(c) After In connection with the Donnelley Financial Distribution Dateprovision of information under this Section 7.2, upon the prior written request by RRD or LSC for specific and identified Information which relates providing Party shall be entitled to (x) RRD or LSC or the conduct redact any portion of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only information to the extent such items so relate and are not already in related to any matter other than the possession or control of the requesting receiving Party’s business.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Apergy Corp)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VIII IV (in which event the provisions of such Article will IV shall govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential InformationInformation in Section 5.6 and Section 5.7:
(a) After the applicable Relevant Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by LSC or Donnelley Financial by, and at the expense of, RMT Partner for specific and identified Information which relates to Information:
(i) that (x) LSC or Donnelley Financial relates to Spinco or the conduct of the LSC Business or Donnelley Financial Spinco Business, as the case may be, up prior to the applicable Distribution Date, Separation Effective Time or (y) is necessary for RMT Partner and/or Spinco to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which RRD and one or more of LSC Remainco and/or Donnelley Financial Spinco and/or RMT Partner are parties, as applicable, RRD Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request RMT Partner has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After RMT Partner Group; provided that, to the LSC Distribution Dateextent any originals are delivered to the RMT Partner Group pursuant to this Agreement or the Ancillary Agreements, upon RMT Partner shall, at its own expense, return them to Remainco within a reasonable time after the prior written request by RRD or Donnelley Financial for specific need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and identified Information which relates to be of no further force and effect on the date that is the later of (x) RRD the sixth (6th) anniversary of the Distribution Date and (y) three (3) months after the earlier termination or Donnelley Financial expiration of this Agreement or the conduct Ancillary Agreement to which the Information relates; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the RRD Retained Business waiver of any attorney-client privilege, rights under the work product doctrine or Donnelley Financial Businessother applicable privilege, as Remainco shall not be obligated to provide such Information requested by RMT Partner; provided, further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the case may beParties shall, up and shall cause each other member of their respective Groups, to the LSC Distribution Datetake all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence; or
(ii) that (x) is required by RMT Partner with regard to reasonable compliance with reporting, disclosure, filing or other Legal Requirements imposed on RMT Partner (including under applicable securities laws) by a Governmental Body having jurisdiction over RMT Partner, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which LSC and one satisfy audit, accounting, claims, regulatory, litigation, Legal Proceeding or more of RRD and/or Donnelley Financial are partiesother similar requirements, as applicable, LSC Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request RMT Partner has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiariesthe Remainco Group, but only to the extent such items so relate and are not already in the possession or control of the requesting PartyRMT Partner Group; provided that, to the extent any originals are delivered to the RMT Partner Group pursuant to this Agreement or the Ancillary Agreements, RMT Partner shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Remainco shall not be obligated to provide such Information requested by RMT Partner; provided, further, that, if Remainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the Parties shall, and shall cause each other member of their respective Groups, to take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence.
(cb) After the Donnelley Financial Distribution DateEffective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by RRD or LSC by, and at the expense of, Remainco for specific and identified Information which relates to Information:
(i) that (x) RRD or LSC relates to Remainco or the conduct of the RRD Remainco Retained Business or LSC Business, as the case may be, up prior to the Donnelley Financial Distribution Date, Separation Effective Time or (y) is necessary for Remainco to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Donnelley Financial and one or more of RRD Remainco and/or LSC Spinco and/or RMT Partner are parties, as applicable, Donnelley Financial RMT Partner shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request Remainco has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiariesthe RMT Partner Group, but only to the extent such items so relate and are not already in the possession or control of Remainco; provided that, to the extent any originals are delivered to the Remainco Group pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return them to RMT Partner within a reasonable time after the need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the later of (x) the sixth (6th) anniversary of the Distribution Date and (y) three (3) months after the earlier termination or expiration of this Agreement or the Ancillary Agreement to which the Information relates; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, RMT Partner shall not be obligated to provide such Information requested by Remainco; provided, further, that, if RMT Partner reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the Parties shall, and shall cause each other member of their respective Groups, to take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence; or
(ii) that (x) is required by Remainco with regard to reasonable compliance with reporting, disclosure, filing or other Legal Requirements imposed on Remainco (including under applicable securities laws) by a Governmental Body having jurisdiction over Remainco, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Legal Proceeding or other similar requirements, as applicable, RMT Partner shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Remainco has a reasonable need for such originals) in the possession or control of the RMT Partner Group, but only to the extent such items so relate and are not already in the possession or control of Remainco; provided that, to the extent any originals are delivered to Remainco pursuant to this Agreement or the Ancillary Agreements, Remainco shall, at its own expense, return them to RMT Partner within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that any such access or the provision of any such Information would violate any Legal Requirement or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, RMT Partner shall not be obligated to provide such Information requested by Remainco provided, further, that, if RMT Partner reasonably determines that any such provision of Information could be commercially detrimental in any material respect, require any consent from a third party Person (which cannot be reasonably obtained), violate any Contract, the Parties shall, and shall cause each other member of their respective Groups, to take all reasonable best measures to permit compliance with such obligations in a manner that avoids any such harm or consequence.
(c) From and after the Effective Time, each Party shall have the right to request in writing (including on behalf of any member of its Group) that the other Parties make available for inspection any non-privileged books, records, or other documents within its control or that it otherwise has the ability to make available, to the extent such books, records or other documents may reasonably be required in connection with any Legal Proceeding or threatened or contemplated Legal Proceeding (including preparation for such Legal Proceeding) in which the Remainco Group or RMT Partner Group (with respect to the Spinco Business), as applicable, may from time to time be involved, regardless of whether such Legal Proceeding 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 actually incurred in connection therewith. Any such disclosure of books, records and documents shall be made subject to Section 5.6.
(d) Subject to the conditions and limitations in this Article V, upon reasonable prior written notice, the Parties agree to make their respective personnel reasonably available during regular business hours to discuss any Information exchanged pursuant to this Section 5.3. Each of Remainco and RMT Partner shall inform their and their Groups’ respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated Representatives who have or have access to the other Party’s Confidential Information or other Information provided this Article V of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.
(e) Any Information provided by or made available by or on behalf of any Party (or any other member of any Group pursuant to this Article V) shall be on an “as is” basis and no Party (or any member of any Group) is making any representation or warranty with respect to such Information or the completeness thereof.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Regal Beloit Corp)
