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 Tax Sharing 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 Healthcare or Electronics for specific and identified Information which relates to (x) Healthcare or Electronics or the conduct of the Healthcare Business or Electronics Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which Tyco and one or more of Healthcare and/or Electronics are parties, as applicable, Tyco 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 Tyco 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 Healthcare Distribution Date, upon the prior written request by Tyco or Electronics for specific and identified Information which relates to (x) Tyco or Electronics or the conduct of the Tyco Retained Business or Electronics Business, as the case may be, up to the Healthcare Distribution Date, or (y) any Ancillary Agreement to which Healthcare and one or more of Tyco and/or Electronics are parties, as applicable, Healthcare 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 Healthcare 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 Electronics Distribution Date, upon the prior written request by Tyco or Healthcare for specific and identified Information which relates to (x) Tyco or Healthcare or the conduct of the Tyco Retained Business or Healthcare Business, as the case may be, up to the Electronics Distribution Date, or (y) any Ancillary Agreement to which Electronics and one or more of Tyco and/or Healthcare are parties, as applicable, 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 has a reasonable need for such originals) in the possession or control of 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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Tyco Electronics Ltd.)
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 Tax Sharing 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 Healthcare or Electronics for specific and identified Information which relates to (x) Healthcare or Electronics or the conduct of the Healthcare Business or Electronics Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which Tyco and one or more of Healthcare and/or Electronics are parties, as applicable, Tyco 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 Tyco 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 Healthcare Distribution Date, upon the prior written request by Tyco or Electronics for specific and identified Information which relates to (x) Tyco or Electronics or the conduct of the Tyco Retained Business or Electronics Business, as the case may be, up to the Healthcare Distribution Date, or (y) any Ancillary Agreement to which Healthcare and one or more of Tyco and/or Electronics are parties, as applicable, Healthcare 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 Healthcare 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 Electronics Distribution Date, upon the prior written request by Tyco or Healthcare for specific and identified Information which relates to (x) Tyco or Healthcare or the conduct of the Tyco Retained Business or Healthcare Business, as the case may be, up to the Electronics Distribution Date, or (y) any Ancillary Agreement to which Electronics and one or more of Tyco and/or Healthcare are parties, as applicable, 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 has a reasonable need for such originals) in the possession or control of 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Tyco Electronics Ltd.)
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 Tax Sharing 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 At all times from and after the applicable Relevant TimeDistribution Date, upon the prior written request by Healthcare or Electronics Rightside for specific and identified Information agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relates relate to (x) Healthcare or Electronics Rightside or the conduct of the Healthcare Rightside Business or Electronics Business, as the case may be, up to the applicable Distribution DateEffective Time, or which Rightside determines are necessary or advisable (yi) for use in any Ancillary Agreement Action or to which Tyco satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements or (ii) to comply with reporting, disclosure, filing or other requirements imposed on Rightside or its Affiliates (including without limitation under applicable securities and one or more of Healthcare and/or Electronics are partiesTax Laws) by a Governmental Authority, as applicable, Tyco Demand Media 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 Rightside has a reasonable need for such originals) in the possession or control of Tyco or any of its Affiliates or SubsidiariesDemand Media, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.
(b) After At all times from and after the Healthcare Distribution Date, upon the prior written request by Tyco or Electronics Demand Media for specific and identified Information Records which relates relate to (x) Tyco Demand Media or Electronics Rightside or the conduct of the Tyco Retained Demand Media Business or Electronics Business, as the case may be, Rightside Business up to the Healthcare Distribution DateEffective Time, or which Demand Media determines are necessary or advisable (yi) for use in any Ancillary Agreement Action or to which Healthcare satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements or (ii) to comply with reporting, disclosure, filing or other requirements imposed on Demand Media or its Affiliates (including without limitation under applicable securities and one or more of Tyco and/or Electronics are partiesTax laws) by a Governmental Authority, as applicable, Healthcare Rightside 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 Demand Media has a reasonable need for such originals) in the possession or control of Healthcare Rightside or any of its the Rightside 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 Electronics Distribution Date, upon the prior written request by Tyco or Healthcare for specific and identified Information which relates to (x) Tyco or Healthcare or the conduct of the Tyco Retained Business or Healthcare Business, as the case may be, up to the Electronics Distribution Date, or (y) any Ancillary Agreement to which Electronics and one or more of Tyco and/or Healthcare are parties, as applicable, 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 has a reasonable need for such originals) in the possession or control of 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Rightside Group, Ltd.), Separation and Distribution Agreement (Rightside Group, Ltd.), Separation and Distribution Agreement (Rightside Group, Ltd.)
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 Tax Sharing 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 Healthcare Realogy, Wyndham or Electronics Travelport for specific and identified Information which relates to (x) Healthcare Realogy, Wyndham or Electronics Travelport (or a member of their respective Groups) or the conduct of the Healthcare Real Estate Business, Hospitality Business or Electronics Travel Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which Tyco Cendant and one or more of Healthcare Realogy, Wyndham and/or Electronics Travelport (or any member of their respective Group) are parties, as applicable, Tyco Cendant 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 Tyco Cendant 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 Healthcare Realogy Distribution Date, upon the prior written request by Tyco Cendant, Wyndham or Electronics Travelport for specific and identified Information which relates to (x) Tyco Cendant, Wyndham or Electronics Travelport (or a member of their respective Groups) or the conduct of the Tyco Retained Vehicle Rental Business, Hospitality Business or Electronics the Travel Business, as the case may be, up to the Healthcare Realogy Distribution Date, or (y) any Ancillary Agreement to which Healthcare Realogy and one or more of Tyco Cendant, Wyndham and/or Electronics Travelport (or any member of their respective Group) are parties, as applicable, Healthcare Realogy 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 Healthcare Realogy 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 Electronics Wyndham Distribution Date, upon the prior written request by Tyco Cendant, Realogy or Healthcare Travelport for specific and identified Information which relates to (x) Tyco Cendant, Realogy or Healthcare Travelport (or a member of their respective Groups) or the conduct of the Tyco Retained Vehicle Rental Business, Real Estate Business or Healthcare the Travel Business, as the case may be, up to the Electronics Wyndham Distribution Date, or (y) any Ancillary Agreement to which Electronics Wyndham and one or more of Tyco Cendant, Realogy and/or Healthcare Travelport (or any member of their respective Group) are parties, as applicable, Electronics Wyndham 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 Electronics Wyndham 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.
(d) After the Travelport Distribution Date, upon the prior written request by Cendant, Realogy or Wyndham for specific and identified Information which relates to (x) Cendant, Realogy or Wyndham (or a member of their respective Groups) or the conduct of the Vehicle Rental Business, Real Estate Business or Hospitality Business, as the case may be, up to the Travelport Distribution Date, or (y) any Ancillary Agreement to which Travelport and one or more of Cendant, Realogy and/or Wyndham (or any member of their respective Group) are parties, as applicable, Travelport 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 Travelport 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.
(e) Any Information provided by or on behalf of or made available by or on behalf of any other Party hereto pursuant to this Article IX shall be on an “as is,” “where is” basis and no Party is making any representation or warranty with respect to such Information or the completeness thereof.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Cendant Corp)
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 Tax Sharing Matters Agreement will govern) or for matters related to the provision of Records in relation to employees (in which event the Employee Matters Agreement will govern) or for matters related to the separation of Information (which shall be governed by Section 5.3) and without limiting the applicable provisions of Article VIIVI, and subject to appropriate restrictions for classified, privileged Privileged Information (as defined below) or confidential informationConfidential Information:
(a) After the applicable Relevant TimeTime and until the date on which IP RemainCo was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(a) in accordance with IP RemainCo’s obligations under the Ancillary Agreements, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by Healthcare or Electronics by, and at the expense of, Product SpinCo for specific and identified Information (i) which relates to (x) Healthcare constitutes an Asset of the Product SpinCo Group and the Transfer of such Asset has not been consummated as of the applicable Relevant Time, or Electronics (y) relates to the Product SpinCo Group or the conduct of the Healthcare Product Business or Electronics Business, as the case may be, up to the applicable 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), IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (yand each of its and their respective then-Affiliates) any Ancillary Agreement to which Tyco and one or more of Healthcare and/or Electronics are partiesto, as applicable, Tyco shall provide, as soon as reasonably practicable following the receipt of such request, Product 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 Tyco any member of the IP RemainCo Group, but only to the extent such items (or copies thereof) so relate and are not already in the possession or control of the requesting Party (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 originals are delivered to Product SpinCo pursuant to this Agreement or the Ancillary Agreements, Product SpinCo 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 IP RemainCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that IP RemainCo, in its sole discretion, determines that any such access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental to IP RemainCo or any member of the IP RemainCo Group or would violate any 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), IP RemainCo shall not be obligated to, and shall not be obligated to cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Product SpinCo; provided, however, in the event access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental or violate a Contract with a third party, IP RemainCo shall, and shall cause the other members of the IP 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 Product 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 other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Product SpinCo and its 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 Product SpinCo Group has a reasonable need for such originals) in the possession or control of IP RemainCo or any other member of the IP RemainCo Group (or any of its Affiliates or Subsidiariestheir respective then-Affiliates), but only to the extent such items so relate and are not already in the possession or control of Product SpinCo (or another member of its Group, or any of its then-Affiliates); provided that, to the extent any originals are delivered to Product SpinCo pursuant to this Agreement or the Ancillary Agreements, Product SpinCo shall, at its own expense, return them to IP RemainCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that IP RemainCo, in its sole discretion, determines that any such access or the provision of any such Information (including Information requested under Section 5.1) would violate any 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), IP RemainCo shall not be obligated to provide such Information requested by Product SpinCo; provided, further, that in the event access or the provision of any such Information would violate a Contract with a third party, IP RemainCo shall, and shall cause the other members of the IP 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.
(b) After the Healthcare Distribution DateDate and until the date on which Product SpinCo was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(b) in accordance with Product SpinCo’s obligations under the Ancillary Agreements, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by Tyco or Electronics by, and at the expense of, IP RemainCo for specific and identified Information (i) which relates to (x) Tyco constitutes an Asset of the IP RemainCo Group and the Transfer of such Asset has not been consummated as of the Relevant Time or Electronics (y) relates to the IP RemainCo Group or the conduct of the Tyco Retained IP Business or Electronics Business, as the case may be, up to the Healthcare Distribution DateDate 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), or Product SpinCo shall, and shall cause the other members of the Product SpinCo Group (yand each of its and their respective then-Affiliates) any Ancillary Agreement to which Healthcare and one or more of Tyco and/or Electronics are partiesto, as applicable, Healthcare shall provide, as soon as reasonably practicable following the receipt of such request, IP 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 the Party making the request has a reasonable need for such originals) in the possession or control of Healthcare any member of the Product SpinCo Group, but only to the extent such items (or copies thereof) so relate and are not already in the possession or control of the requesting Party (or any member of its Group); provided that, except in the case of clause (x) of this Section 8.2(b)(i), to the extent any originals are delivered to IP RemainCo pursuant to this Agreement or the Ancillary Agreements, IP 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 Product SpinCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Product SpinCo, in its sole discretion, determines that any such access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental to Product SpinCo or any member of the Product SpinCo Group or would violate any 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), Product SpinCo shall not be obligated to, and shall not be obligated to cause the other members of the Product SpinCo Group (and each of its and their respective then-Affiliates) to, provide such Information requested by IP RemainCo; provided, however, in the event access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental or violate a Contract with a third party, Product SpinCo shall, and shall cause the other members of the Product 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 IP RemainCo 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 other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Product SpinCo shall, and shall cause the other members of the Product SpinCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, IP RemainCo and its 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 IP RemainCo Group has a reasonable need for such originals) in the possession or control of Product SpinCo or any other member of the Product SpinCo Group (or any of its Subsidiariesor their respective then-Affiliates), but only to the extent such items so relate and are not already in the possession or control of IP RemainCo (or another member of its Group, or any of their respective then-Affiliates); provided that, to the extent any originals are delivered to IP RemainCo pursuant to this Agreement or the Ancillary Agreements, IP RemainCo shall, at its own expense, return them to Product SpinCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Product SpinCo, in its sole discretion, determines that any such access or the provision of any such Information (including Information requested under Section 5.1) would violate any 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), Product SpinCo shall not be obligated to provide such Information requested by IP RemainCo; provided, further, that in the event access or the provision of any such Information would violate a Contract with a third party, Product SpinCo shall, and shall cause the other members of the Product 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.
(c) After the Electronics Distribution Date, upon the prior written request Any Information provided by Tyco or Healthcare for specific on behalf of or made available by or on behalf of either 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) Tyco or Healthcare or the conduct completeness thereof.
(d) Each of the Tyco Retained Business IP RemainCo and Product 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 Healthcare Business, as the case may be, up have access to the Electronics Distribution Date, Confidential Information or (y) other Information of any Ancillary Agreement member of any other Group provided pursuant to which Electronics and one Section 5.1 or more this Article VIII of Tyco and/or Healthcare are parties, as applicable, Electronics 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 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 Partythis 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 Tax Sharing Matters Agreement will govern) or for matters related to the provision of Employee Records (in which event the Employee Matters Agreement will govern) or for matters related to the separation of Information (which shall be governed by Section 5.3) and without limiting the applicable provisions of Article VIIVI, and subject to appropriate restrictions for classified, privileged Privileged Information (as defined below) or confidential informationConfidential Information:
(a) After the applicable Relevant TimeTime and until the date on which IP RemainCo was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(a) in accordance with IP RemainCo’s obligations under the Ancillary Agreements, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by Healthcare or Electronics by, and at the expense of, Product SpinCo for specific and identified Information (i) which relates to (x) Healthcare constitutes an Asset of the Product SpinCo Group and the Transfer of such Asset has not been consummated as of the applicable Relevant Time, or Electronics (y) relates to the Product SpinCo Group or the conduct of the Healthcare Product Business or Electronics Business, as the case may be, up to the applicable 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), IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (yand each of its and their respective then-Affiliates) any Ancillary Agreement to which Tyco and one or more of Healthcare and/or Electronics are partiesto, as applicable, Tyco shall provide, as soon as reasonably practicable following the receipt of such request, Product 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 Tyco any member of the IP RemainCo Group, but only to the extent such items (or copies thereof) so relate and are not already in the possession or control of the requesting Party (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 originals are delivered to Product SpinCo pursuant to this Agreement or the Ancillary Agreements, Product SpinCo 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 IP RemainCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that IP RemainCo, in its sole discretion, determines that any such access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental to IP RemainCo or any member of the IP RemainCo Group or would violate any 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), IP RemainCo shall not be obligated to, and shall not be obligated to cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Product SpinCo; provided, however, in the event access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental or violate a Contract with a third party, IP RemainCo shall, and shall cause the other members of the IP 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 Product 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 other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Product SpinCo and its 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 Product SpinCo Group has a reasonable need for such originals) in the possession or control of IP RemainCo or any other member of the IP RemainCo Group (or any of its Affiliates or Subsidiariestheir respective then-Affiliates), 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 Healthcare Distribution Date, upon the prior written request by Tyco or Electronics for specific and identified Information which relates to (x) Tyco or Electronics or the conduct of the Tyco Retained Business or Electronics Business, as the case may be, up to the Healthcare Distribution Date, or (y) any Ancillary Agreement to which Healthcare and one or more of Tyco and/or Electronics are parties, as applicable, Healthcare shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information Product SpinCo (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control another member of Healthcare its Group, or any of its Subsidiariesthen-Affiliates); provided that, but only to the extent any originals are delivered to Product SpinCo pursuant to this Agreement or the Ancillary Agreements, Product SpinCo shall, at its own expense, return them to IP RemainCo within a reasonable time after the need to retain such items so relate and are not already originals has ceased; provided, further, that, in the possession event that IP RemainCo, in its sole discretion, determines that any such access or control the provision of any such Information (including Information requested under Section 5.1) would violate any 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.
(c) After ), IP RemainCo shall not be obligated to provide such Information requested by Product SpinCo; provided, further, that in the Electronics Distribution Date, upon the prior written request by Tyco or Healthcare for specific and identified Information which relates to (x) Tyco or Healthcare event access or the conduct provision of any such Information would violate a Contract with a third party, IP RemainCo shall, and shall cause the other members of the Tyco Retained Business or Healthcare Business, as the case may be, up to the Electronics Distribution Date, or IP RemainCo Group (y) any Ancillary Agreement to which Electronics and one or more of Tyco and/or Healthcare are parties, as applicable, 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 has a reasonable need for such originals) in the possession or control of Electronics or any of its Subsidiariesor their respective then-Affiliates) to, but only use commercially reasonable efforts to seek to obtain the Consent of such third party to the extent disclosure of such items so relate and are not already in the possession or control of the requesting PartyInformation.
Appears in 1 contract
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 Tax Sharing 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 Healthcare Realogy, Wyndham or Electronics Travelport for specific and identified Information which relates to (x) Healthcare Realogy, Wyndham or Electronics Travelport or the conduct of the Healthcare Real Estate Business, Hospitality Business or Electronics Travel Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which Tyco Cendant and one or more of Healthcare Realogy, Wyndham and/or Electronics Travelport are parties, as applicable, Tyco Cendant 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 Tyco Cendant 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 Healthcare Realogy Distribution Date, upon the prior written request by Tyco Cendant, Wyndham or Electronics Travelport for specific and identified Information which relates to (x) Tyco Cendant, Wyndham or Electronics Travelport or the conduct of the Tyco Retained Vehicle Rental Business, Hospitality Business or Electronics the Travel Business, as the case may be, up to the Healthcare Realogy Distribution Date, or (y) any Ancillary Agreement to which Healthcare Realogy and one or more of Tyco Cendant, Wyndham and/or Electronics Travelport are parties, as applicable, Healthcare Realogy 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 Healthcare Realogy 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 Electronics Wyndham Distribution Date, upon the prior written request by Tyco Cendant, Realogy or Healthcare Travelport for specific and identified Information which relates to (x) Tyco Cendant, Realogy or Healthcare Travelport or the conduct of the Tyco Retained Vehicle Rental Business, Real Estate Business or Healthcare the Travel Business, as the case may be, up to the Electronics Wyndham Distribution Date, or (y) any Ancillary Agreement to which Electronics Wyndham and one or more of Tyco Cendant, Realogy and/or Healthcare Travelport are parties, as applicable, Electronics Wyndham 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 Electronics Wyndham 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.
(d) After the Travelport Distribution Date, upon the prior written request by Cendant, Realogy or Wyndham for specific and identified Information which relates to (x) Cendant, Realogy or Wyndham or the conduct of the Vehicle Rental Business, Real Estate Business or Hospitality Business, as the case may be, up to the Travelport Distribution Date, or (y) any Ancillary Agreement to which Travelport and one or more of Cendant, Realogy and/or Wyndham are parties, as applicable, Travelport 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 Travelport 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: Separation and Distribution Agreement (Realogy Corp)