Common use of Provision of Corporate Records Clause in Contracts

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) or for matters related to provision of Tax records (in which event the provisions of the Tax Disaffiliation Agreement will govern), and subject to appropriate restrictions for classified, privileged or Confidential Information: (a) After the Relevant Time, upon the prior written request by Spinco for specific and identified Information which relates to (x) Spinco or the conduct of the Spinco Business up to the Distribution Date, or (y) any Ancillary Agreement to which Vector and Spinco are parties, Vector 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 Vector 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 Spinco. (b) After the Relevant Time, upon the prior written request by Vector for specific and identified Information which relates to (x) Vector or the conduct of the Vector Retained Business up to the Distribution Date, or (y) any Ancillary Agreement to which Spinco and Vector are parties, Spinco 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 Spinco or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vector.

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) or for matters related to provision of Tax records (in which event and without limiting the applicable provisions of the Tax Disaffiliation Agreement will govern)Article VI, and subject to appropriate restrictions for classified, privileged 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 Relevant Effective Time, upon the prior written request by Spinco Xxxxxxx for specific and identified Information which relates to (x) Spinco any member of the Xxxxxxx Group or the conduct of the Spinco Xxxxxxx Business (including Xxxxxxx Assets and Xxxxxxx Liabilities), as the case may be, up to the Distribution DateEffective Time, or (y) any Ancillary Agreement to which Vector and Spinco are partiesAgreement, Vector 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 Xxxxxxx has a reasonable need for such originals) in the possession or control of Vector 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 Spincoa member of the Xxxxxxx Group. (b) After the Relevant Effective Time, upon the prior written request by Vector Dover for specific and identified Information which relates to (x) Vector any member of the Dover Group or the conduct of the Vector Retained Dover Business (including Dover Assets and Dover Liabilities), as the case may be, up to the Distribution DateEffective Time, or (y) any Ancillary Agreement to which Spinco and Vector are partiesAgreement, Spinco 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 Dover has a reasonable need for such originals) in the possession or control of Spinco Xxxxxxx or any of its SubsidiariesAffiliates, but only to the extent such items so relate and are not already in the possession or control of Vectora member of the Dover Group.

Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI ARTICLE VII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event and without limiting the applicable provisions of the Tax Disaffiliation Agreement will govern)ARTICLE VII, and subject to appropriate restrictions for classified, privileged or Confidential Information: (a) After the Relevant Time, upon the prior written request by Spinco Forestar for specific and identified Information information which relates to (x) Spinco Forestar or the conduct of the Spinco Business Real Estate Business, as the case may be, up to the Distribution DateRelevant Time, or (y) any Ancillary Agreement to which Vector the relevant other Party and Spinco Forestar are parties, Vector the other Party shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Vector the other Party 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 Spincothe requesting Party. (b) After the Relevant Time, upon the prior written request by Vector Guaranty for specific and identified Information information which relates to (x) Vector Guaranty or the conduct of the Vector Retained Financial Services Business up to the Distribution DateRelevant Time, or (y) any Ancillary Agreement to which Spinco the other Party and Vector Guaranty are parties, Spinco the other Party shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Spinco the other Party or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vectorthe requesting Party. (c) After the Relevant Time, upon the prior written request by Temple-Inland for specific and identified information which relates to (x) Temple-Inland or the conduct of the Retained Business up to the Relevant Time, or (y) any Ancillary Agreement to which the other Party and Temple-Inland are parties, the other Party 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 the other Party 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.

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 VI shall govern) or for matters related to provision of Tax records Records (in which event the provisions of the Tax Disaffiliation Matters Agreement will shall govern), ) and subject to appropriate restrictions for classified, privileged Privileged Information or Confidential Information: (a) After the Relevant Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by Spinco by, and at the expense of, SpinCo for specific and identified Information which relates to Information: (i) that (x) Spinco relates to SpinCo or the conduct of SpinCo Business, as the Spinco Business up case may be, prior to the Distribution Date, Effective Time or (y) is necessary for SpinCo to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Vector and Spinco Parent and/or SpinCo are parties, Vector Parent 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 SpinCo has a reasonable need for such originals) in the possession or control of Vector Parent or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Spinco.SpinCo; provided that, to the extent any originals are delivered to SpinCo pursuant to this Agreement or the Ancillary Agreements, SpinCo shall, at its own expense, return them to Parent 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 Parent, 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, Parent shall not be obligated to provide such Information requested by SpinCo; (bii) After the Relevant Time, upon the prior written request by Vector for specific and identified Information which relates to that (x) Vector is required by SpinCo with regard to reasonable compliance with reporting, disclosure, filing or the conduct of the Vector Retained Business up to the Distribution Dateother requirements imposed on SpinCo (including under applicable securities laws) by a Governmental Entity having jurisdiction over SpinCo, or (y) is for use in any Ancillary Agreement other judicial, regulatory, administrative or other proceeding or in order to which Spinco and Vector are partiessatisfy audit, Spinco accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Parent 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 SpinCo has a reasonable need for such originals) in the possession or control of Spinco Parent or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of VectorSpinCo; provided that, to the extent any originals are delivered to SpinCo pursuant to this Agreement or the Ancillary Agreements, SpinCo shall, at its own expense, return them to Parent within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Parent, 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, Parent shall not be obligated to provide such Information requested by SpinCo; or (b) 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, Parent for specific and identified Information: (i) that (x) relates to Parent or the Parent Retained Business, as the case may be, prior to the Effective Time or (y) is necessary for Parent to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Parent and/or SpinCo are parties, SpinCo shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Parent has a reasonable need for such originals) in the possession or control of SpinCo or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Parent; provided that, to the extent any originals are delivered to Parent pursuant to this Agreement or the Ancillary Agreements, Parent shall, at its own expense, return them to SpinCo 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 SpinCo, 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, SpinCo shall not be obligated to provide such Information requested by Parent. (ii) that (x) is required by Parent with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Parent (including under applicable securities laws) by a Governmental Entity having jurisdiction over Parent, 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, SpinCo shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Parent has a reasonable need for such originals) in the possession or control of SpinCo or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Parent; provided that, to the extent any originals are delivered to Parent pursuant to this Agreement or the Ancillary Agreements, Parent shall, at its own expense, return them to SpinCo within a reasonable time after the need to retain such originals has ceased. (c) Each of Parent and SpinCo 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.

Provision of Corporate Records. Other than in circumstances in which indemnification is or may be sought pursuant to Article VI ARTICLE VII (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 Disaffiliation Agreement will govern), and subject to appropriate restrictions for classified, privileged or Confidential Information: (a) After the Relevant TimeDistribution Date until the earlier of (i) the seventh anniversary of the Distribution Date or (ii) the date on which B/E is entitled to destroy Information related to the period prior to the Distribution Date pursuant to its record retention policies, upon the prior written request by Spinco KLX for specific and identified Information which relates to (xA) Spinco KLX (or other member of its Group) or the conduct of the Spinco CMS Business up prior to the Distribution Date, or (yB) any Ancillary Agreement or Continuing Arrangement to which Vector B/E and Spinco KLX (or any other member of their respective Groups) are parties, Vector B/E shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information documents (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Vector B/E 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 Spincothe requesting Party. (b) After the Relevant TimeDistribution Date until the earlier of (i) the seventh anniversary of the Distribution Date or (ii) the date on which KLX is entitled to destroy Information related to the period prior to the Distribution Date pursuant to its record retention policies, upon the prior written request by Vector B/E for specific and identified Information which relates to (xA) Vector B/E (or other member of its Group) or the conduct of the Vector Retained Business up Manufacturing Business, prior to the Distribution Date, or (yB) any Ancillary Agreement or Continuing Arrangement to which Spinco KLX and Vector B/E (or other member of their respective Groups) are parties, Spinco as applicable, KLX shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information documents (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Spinco KLX or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vectorthe requesting Party.