Provision of Corporate Records. (a) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by Parametric for specific and identified books and records which relate to (x) Parametric or the conduct of the Parametric Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric and LRAD are parties (the “Parametric Books and Records”), LRAD shall, at the expense of Parametric, provide for the transport of the Parametric Books and Records in its possession or control to a location provided by Parametric as soon as practicable but no later than thirty (30) days following the date of such request, except to the extent such items are already in the possession of Parametric or a Parametric Affiliate. (b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD for specific and identified books and records which relate to (x) LRAD or the conduct of the LRAD Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric and LRAD are parties (the “LRAD Books and Records”), Parametric shall, at the expense of LRAD, provide the transport of the LRAD Books and Records in its possession or control to a location provided by LRAD as soon as practicable but no later than thirty (30) days following the date of such request, except to the extent such items are already in the possession of LRAD or a LRAD Affiliate. (c) With respect to books and records that relate to both the Parametric Business and the LRAD Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide such Combined Books and Records into Parametric Books and Records and LRAD Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (LRAD Corp), Separation and Distribution Agreement (Parametric Sound Corp), Separation and Distribution Agreement (Parametric Sound Corp)
Provision of Corporate Records. (a) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by Parametric Subsidiary for specific and identified books and records which relate to (x) Parametric Subsidiary or the conduct of the Parametric Subsidiary Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric Subsidiary and LRAD Parent are parties (the “Parametric Subsidiary Books and Records”), LRAD Parent shall, at the expense of ParametricSubsidiary, provide for the transport of the Parametric Subsidiary Books and Records in its possession or control to a location provided by Parametric Subsidiary as soon as practicable but no later than thirty (30) days following the date of such request, except to the extent such items are already in the possession of Parametric Subsidiary or a Parametric Subsidiary Affiliate.
(b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD Parent for specific and identified books and records which relate to (x) LRAD Parent or the conduct of the LRAD Parent Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric Subsidiary and LRAD Parent are parties (the “LRAD Parent Books and Records”), Parametric Subsidiary shall, at the expense of LRADParent, provide the transport of the LRAD Parent Books and Records in its possession or control to a location provided by LRAD Parent as soon as practicable but no later than thirty (30) days following the date of such request, except to the extent such items are already in the possession of LRAD Parent or a LRAD Parent Affiliate.
(c) With respect to books and records that relate to both the Parametric Subsidiary Business and the LRAD Parent Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide such Combined Books and Records into Parametric Subsidiary Books and Records and LRAD Parent Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (SpeechFX Inc), Separation and Distribution Agreement (SpeechFX Inc), Separation and Distribution Agreement (SpeechFX Inc)
Provision of Corporate Records. (a) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by Parametric CPEX for specific and identified books and records which relate to (x) Parametric CPEX or the conduct of the Parametric CPEX Business, as the case may be, up through to the Distribution Date, or (y) any Ancillary Agreement to which Parametric CPEX and LRAD Bentley are parties (the “Parametric CPEX Books and Records”), LRAD shallBentley shall provide, at the expense of Parametric, provide for the transport of the Parametric Books and Records in its possession or control to a location provided by Parametric as soon as practicable but no later than thirty (30) days following the date of such request, for the transport of the CPEX Books and Records in its possession or control, except to the extent such items are already in the possession of Parametric CPEX or a Parametric CPEX Affiliate, at the expense of CPEX to a location provided by CPEX.
(b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD Bentley for specific and identified books and records which relate to (x) LRAD Bentley or the conduct of the LRAD Bentley Business, as the case may be, up through to the Distribution Date, or (y) any Ancillary Agreement to which Parametric CPEX and LRAD Bentley are parties (the “LRAD Bentley Books and Records”), Parametric shallCPEX shall provide, at the expense of LRAD, provide the transport of the LRAD Books and Records in its possession or control to a location provided by LRAD as soon as practicable but no later than thirty (30) days following the date of such request, for the transport of the Bentley Books and Records in its possession or control, except to the extent such items are already in the possession of LRAD Bentley or a LRAD Bentley Affiliate, at the expense of Bentley to a location provided by Bentley.
(c) With respect to books and records that relate to both the Parametric CPEX Business and the LRAD Bentley Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide such Combined Books and Records into Parametric CPEX Books and Records and LRAD Bentley Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Bentley Pharmaceuticals Inc), Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.)
Provision of Corporate Records. (a) Except as may otherwise be provided in any Ancillary Agreement, upon the prior written request by Parametric for specific and identified books and records which relate to (x) Parametric or the conduct of the Parametric Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric and LRAD are parties (the “Parametric Books and Records”), LRAD shall, at the expense of Parametric, provide for the transport of the Parametric Books and Records in its possession or control to a location provided by Parametric DHPI shall arrange as soon as practicable but no later than thirty (30) days following the date Distribution Date for the transportation (at RP's cost) to RP of such requestthe books and records relating exclusively to the RP Business (the "RP Books and Records") in its possession, except to the extent such items are already in the possession of Parametric RP or a Parametric AffiliateRP Subsidiary. The RP Books and Records shall be the property of RP, but shall be available to DHPI for review and duplication until DHPI shall notify RP in writing that such records are no longer of use to DHPI.
(b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD for specific and identified books and records which relate to (x) LRAD or the conduct of the LRAD Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric and LRAD are parties (the “LRAD Books and Records”), Parametric shall, at the expense of LRAD, provide the transport of the LRAD Books and Records in its possession or control to a location provided by LRAD RP shall arrange as soon as practicable but no later than thirty (30) days following the date Distribution Date for the transportation (at DHPI's cost) to DHPI of such requestthe books and records relating exclusively to the DHPI Business (the "DHPI Books and Records") in its possession, except to the extent such items are already in the possession of LRAD or a LRAD AffiliateDHPI. The DHPI Books and Records shall be the property of DHPI, but shall be available to RP for review and duplication (except that DHPI shall have the right to withhold DHPI Books and Records to the extent DHPI reasonably determines such DHPI Books and Records do not relate in any material way to the RP Business) until RP shall notify DHPI in writing that such records are no longer of use to RP.
(c) With respect to books and records that relate to both the Parametric RP Business and the LRAD DHPI Business (the “"Combined Books and Records”"), (i) the Parties parties shall use good faith efforts to divide such Combined Books and Records into Parametric RP Books and Records and LRAD DHPI Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party the parties shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Desert Health Products Inc), Separation and Distribution Agreement (Royal Phoenix)
Provision of Corporate Records. (a) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by Parametric Furiex for specific and identified books and records which that relate to (x) Parametric Furiex or the conduct of the Parametric Compound Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric Furiex and LRAD PPD are parties (the “Parametric Furiex Books and Records”), LRAD shallPPD shall provide, at the expense of Parametric, provide for the transport of the Parametric Books and Records in its possession or control to a location provided by Parametric as soon as reasonably practicable but no later than thirty sixty (3060) days following the date of such request, for the transport of the Furiex Books and Records in its possession or control, except to the extent such items are already in the possession of Parametric Furiex or a Parametric Furiex Affiliate, at the expense of Furiex to a location provided by Furiex.
(b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD PPD for specific and identified books and records which relate to (x) LRAD PPD or the conduct of the LRAD PPD Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric Furiex and LRAD PPD are parties (the “LRAD PPD Books and Records”), Parametric shallFuriex shall provide, at the expense of LRAD, provide the transport of the LRAD Books and Records in its possession or control to a location provided by LRAD as soon as reasonably practicable but no later than thirty sixty (3060) days following the date of such request, for the transport of the PPD Books and Records in its possession or control, except to the extent such items are already in the possession of LRAD PPD or a LRAD PPD Affiliate, at the expense of PPD to a location provided by PPD.
(c) With respect to books and records that relate to both the Parametric Compound Business and the LRAD PPD Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide such Combined Books and Records into Parametric Furiex Books and Records and LRAD PPD Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Furiex Pharmaceuticals, Inc.), Separation and Distribution Agreement (Furiex Pharmaceuticals, Inc.)
Provision of Corporate Records. (a) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by Parametric MPI for specific and identified books and records which relate to (x) Parametric MPI or the conduct of the Parametric MPI Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric MPI and LRAD Myriad are parties (the “Parametric MPI Books and Records”), LRAD shallMyriad shall provide, at the expense of Parametric, provide for the transport of the Parametric Books and Records in its possession or control to a location provided by Parametric as soon as practicable but no later than thirty (30) days following the date of such request, for the transport of the MPI Books and Records in its possession or control, except to the extent such items are already in the possession of Parametric MPI or a Parametric MPI Affiliate, at the expense of MPI to a location provided by MPI.
(b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD Myriad for specific and identified books and records which relate to (x) LRAD Myriad or the conduct of the LRAD Myriad Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric MPI and LRAD Myriad are parties (the “LRAD Myriad Books and Records”), Parametric shallMPI shall provide, at the expense of LRAD, provide the transport of the LRAD Books and Records in its possession or control to a location provided by LRAD as soon as practicable but no later than thirty (30) days following the date of such request, for the transport of the Myriad Books and Records in its possession or control, except to the extent such items are already in the possession of LRAD Myriad or a LRAD Myriad Affiliate, at the expense of Myriad to a location provided by Myriad.
(c) With respect to books and records that relate to both the Parametric MPI Business and the LRAD Myriad Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide such Combined Books and Records into Parametric MPI Books and Records and LRAD Myriad Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Myriad Pharmaceuticals, Inc.), Separation and Distribution Agreement (Myriad Pharmaceuticals, Inc.)