Request for Information; Cooperation Sample Clauses

Request for Information; Cooperation. If, during the Transfer Period, HoldCo, acting reasonably and in good faith, believes that any Company Business Asset is in the possession of United or any of its Affiliates, HoldCo may notify United in writing of such belief, together with a reasonably detailed description of such Company Business Asset, and each of United and HoldCo shall provide such information as may be reasonably requested by the other Party and relevant to a determination of whether the applicable assets are Company Business Assets. In addition, if, during the Transfer Period, United becomes aware of the existence of any Company Business Assets in its possession or in the possession of any of its Affiliates, it shall notify HoldCo in writing of such fact, together with a reasonably detailed description of such Company Business Asset, as promptly as reasonably practicable. Following the notices described in the preceding two sentences, each of United and HoldCo shall, and shall cause its applicable Affiliates and representatives to, cooperate reasonably and in good faith to determine whether any Company Business Asset is in United’s possession or in the possession of any of its Affiliates and, if so, provide for such Company Business Asset (together with all Company Business Liabilities related to such Company Business Asset) to be conveyed, assigned, transferred and delivered to HoldCo or its applicable Affiliate in accordance with this Section 8.14. In the event of any disagreement regarding a determination contemplated by the preceding sentence, each of United and HoldCo shall, and shall cause its applicable Affiliates and representatives to, cooperate with the other to seek a mutually acceptable resolution of such disagreement. If such disagreement has not been resolved to each Party’s satisfaction within ten (10) business days from the date of receipt of the applicable notice, the matter shall be escalated to the Chief Executive Officers of United and HoldCo or any other senior officer that may be designated by the applicable Party with relevant knowledge of, and decision-making authority over, such matter, to seek a mutually acceptable resolution of such disagreement.