Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII: (a) After the Effective Time, upon the prior written request by Arcosa for specific and identified Information which relates to (i) any member of the Arcosa Group or the conduct of the Arcosa Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Trinity shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa has a reasonable need for such originals) in the possession or control of Trinity or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Group. (b) After the Effective Time, upon the prior written request by Trinity for specific and identified Information which relates to (i) any member of the Trinity Group or the conduct of the Trinity Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Arcosa shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity has a reasonable need for such originals) in the possession or control of Arcosa or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Group.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Trinity Industries Inc), Separation and Distribution Agreement (Arcosa, Inc.), Separation and Distribution Agreement (Arcosa, Inc.)
Provision of Corporate Records. (a) Other than in circumstances in which indemnification is sought pursuant to Article VI III (in which event the provisions of such Article will govern) and without limiting ), after the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a) After the Effective TimeDistribution Date, upon the prior written request by Arcosa New D&B for specific and identified Information agreements, documents, books, records or files (collectively, "Records") which relates relate to (ix) any member of the Arcosa Group New D&B or the conduct of the Arcosa New D&B Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (iiy) any Ancillary AgreementAgreement to which the Corporation and New D&B are parties, Trinity as applicable, 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 Arcosa the party making the request has a reasonable need for such originals) in the possession or control of Trinity the Corporation or any of its AffiliatesSubsidiaries, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Grouprequesting party.
(b) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the Effective Timeprovisions of such Article will govern), after the Distribution Date, upon the prior written request by Trinity the Corporation for specific and identified Information Records which relates relate to (ix) any member of the Trinity Group Corporation, RHD or the conduct of the Trinity RHD Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (iiy) any Ancillary AgreementAgreement to which New D&B and the Corporation are parties, Arcosa as applicable, New 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 Trinity the party making the request has a reasonable need for such originals) in the possession or control of Arcosa New D&B or any of its AffiliatesSubsidiaries, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Grouprequesting party.
Appears in 3 contracts
Samples: Distribution Agreement (New Dun & Bradstreet Corp), Distribution Agreement (New Dun & Bradstreet Corp), Distribution Agreement (Dun & Bradstreet Corp)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a) After the Effective Time, upon the prior written request by Arcosa Flowco for specific and identified Information which relates to (ix) any member of the Arcosa Flowco Group or the conduct of the Arcosa Flowco Business (including Arcosa Flowco Assets and Arcosa Flowco Liabilities), as the case may be, up to the Effective Time, or (iiy) any Ancillary Agreement, Trinity Infrastructurco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa Flowco has a reasonable need for such originals) in the possession or control of Trinity Infrastructurco or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Group.
(b) After the Effective Time, upon the prior written request by Trinity Infrastructurco for specific and identified Information which relates to (ix) any member of the Trinity Infrastructurco Group or the conduct of the Trinity Infrastructurco Business (including Trinity Infrastructurco Assets and Trinity Infrastructurco Liabilities), as the case may be, up to the Effective Time, or (iiy) any Ancillary Agreement, Arcosa Flowco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity Infrastructurco has a reasonable need for such originals) in the possession or control of Arcosa Flowco or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Group.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a1) After the Effective Time, upon the prior written request by Arcosa SUNS for specific and identified Information which relates to (i) any member of the Arcosa SUNS Group or the conduct of the Arcosa SUNS Business (including Arcosa SUNS Assets and Arcosa SUNS Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Trinity AFC Gamma shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa SUNS has a reasonable need for such originals) in the possession or control of Trinity AFC Gamma or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Grouprelate.
(b2) After the Effective Time, upon the prior written request by Trinity AFC Gamma for specific and identified Information which relates to (i) any member of the Trinity AFC Gamma Group or the conduct of the Trinity AFC Gamma Business (including Trinity AFC Gamma Assets and Trinity AFC Gamma Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Arcosa SUNS shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity AFC Gamma has a reasonable need for such originals) in the possession or control of Arcosa SUNS or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Grouprelate.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Sunrise Realty Trust, Inc.), Separation and Distribution Agreement (Sunrise Realty Trust, Inc.)
Provision of Corporate Records. (a) Other than in circumstances in which indemnification is sought pursuant to Article VI III (in which event the provisions of such Article will govern) and without limiting ), after the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a) After the Effective TimeDistribution Date, upon the prior written request by Arcosa PracticeWorks for specific and identified Information agreements, documents, books, records or files (collectively, "Records") which relates relate to (i) any member of the Arcosa Group PracticeWorks or the conduct of the Arcosa PracticeWorks Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement (other than the Tax Disaffiliation Agreement), Trinity InfoCure 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 Arcosa PracticeWorks has a reasonable need for such originals) in the possession or control of Trinity InfoCure or any of its Affiliatesthe InfoCure Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Grouprequesting party.
(b) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the Effective Timeprovisions of such Article will govern), after the Distribution Date, upon the prior written request by Trinity InfoCure for specific and identified Information Records which relates relate to (i) any member of the Trinity Group InfoCure or the conduct of the Trinity InfoCure Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement (other than the Tax Disaffiliation Agreement), Arcosa PracticeWorks 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 Trinity InfoCure has a reasonable need for such originals) in the possession or control of Arcosa PracticeWorks or any of its Affiliatesthe PracticeWorks Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Grouprequesting party.
Appears in 1 contract
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a1) After the Effective Time, upon the prior written request by Arcosa Cryptyde for specific and identified Information which relates to (i) any member of the Arcosa Cryptyde Group or the conduct of the Arcosa Cryptyde Business (including Arcosa Cryptyde Assets and Arcosa Cryptyde Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Trinity Vinco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa Cryptyde has a reasonable need for such originals) in the possession or control of Trinity Vinco or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Grouprelate.
(b2) After the Effective Time, upon the prior written request by Trinity Vinco for specific and identified Information which relates to (i) any member of the Trinity Vinco Group or the conduct of the Trinity Vinco Business (including Trinity Vinco Assets and Trinity Vinco Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Arcosa Cryptyde shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity Vinco has a reasonable need for such originals) in the possession or control of Arcosa Cryptyde or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Grouprelate.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Cryptyde, Inc.)
Provision of Corporate Records. (a) Other than in circumstances in which indemnification is sought pursuant to Article VI III (in which event the provisions of such Article will govern) ), from and without limiting after the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a) After the Effective TimeDistribution Date, upon the prior written request by Arcosa PracticeWorks for specific and identified Information agreements, documents, books, records or files (collectively, "Records") which relates relate to (i) any member of the Arcosa Group PracticeWorks or the conduct of the Arcosa PracticeWorks Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement (other than the Tax Disaffiliation Agreement), Trinity InfoCure 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 Arcosa PracticeWorks has a reasonable need for such originals) in the possession or control of Trinity InfoCure or any of its Affiliatesthe InfoCure Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Grouprequesting party.
(b) After Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the Effective Timeprovisions of such Article will govern), from and after the Distribution Date, upon the prior written request by Trinity InfoCure for specific and identified Information Records which relates relate to (i) any member of the Trinity Group InfoCure or the conduct of the Trinity InfoCure Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement (other than the Tax Disaffiliation Agreement), Arcosa PracticeWorks 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 Trinity InfoCure has a reasonable need for such originals) in the possession or control of Arcosa PracticeWorks or any of its Affiliatesthe PracticeWorks Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Grouprequesting party.
Appears in 1 contract