Common use of Records Stemming from Affiliate Relationship Clause in Contracts

Records Stemming from Affiliate Relationship. For a period of one year following the Trigger Date, subject to an extension (a) of up to five years upon the demonstration of a legal or regulatory requirement for such extension by the requesting Party or (b) for any longer period required under the Cendant Separation Agreement, Travelport and OWW will retain the right to access such other records which exist resulting from Travelport’s and OWW’s relationship as affiliates. Upon reasonable notice and at each Party’s own expense, Travelport (and its authorized representatives) and OWW (and its authorized representatives) will be afforded access to such records at reasonable times and during normal business hours and each Party (and its authorized representatives) will be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided, access to such records may be denied if (i) Travelport or OWW, as the case may be, cannot demonstrate a legitimate business need, for the one year period following the Trigger Date, or a legal or regulatory requirement, for the extension period described above, for such access to the records, (ii) the information contained in the records is subject to any applicable confidentiality commitment to a third party, (iii) a bona fide competitive reason exists to deny such access, (iv) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party, (v) Travelport or OWW, as the case may be, reasonably and in good faith concludes that such access would serve as a waiver of any Privilege afforded to such record, and (vi) such access will unreasonably disrupt the normal operations of Travelport or OWW, as the case may be. Any Records or information provided by or on behalf of or made available by or on behalf of the other Party hereto pursuant to this Article VII shall be on an “as is,” “where is” basis and neither Party is making any representation or warranty with respect to such records or the completeness thereof.