Common use of Retention of Information Clause in Contracts

Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Harbor and Spinco shall, and shall cause each member of its Group to, retain all Information (including any Confidential Information) in such Party’s Group’s possession or under its control, relating directly to the pre-Distribution business, Assets or Liabilities of the other Party’s Group (such information “Retained Information”) for so long as such Information is required to be retained pursuant to such Party’s ordinary course document retention policies as of such time or such later date as may be required by Law (including any Privacy and Information Security Requirements), except that if, prior to the expiration of such period, any member of either Party’s Group wishes to destroy or dispose of any such Retained Information that is at least five (5) years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group is proposing to dispose of or destroy any such Retained Information shall provide no less than thirty (30) days’ prior written notice to the other Party, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Party, the Party whose Group is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c).

Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Harbor Emmis and Spinco Mediaco shall, and shall cause each member of its Group to, retain all Information (including any Confidential Information) in such Party’s Group’s possession or under its control, relating directly to the pre-Distribution business, Assets or Liabilities of the other Party’s Group (such information “Retained Information”) for so long as such Information is required to be retained pursuant to such Party’s ordinary course document retention policies as of such time or such later date as may be required by Law (including any Privacy and Information Security Requirements), except that if, prior to the expiration of such period, any member of either Party’s Group wishes to destroy or dispose of any such Retained Information that is at least five (5) years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group is proposing to dispose of or destroy any such Retained Information shall provide no less than thirty (30) days’ prior written notice to the other Party, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Party, the Party whose Group is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 10.4 shall not apply to Information referred to in clauses (xi) and (yii) of Section 8.1(c10.1(c).

Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Harbor Transferor and Spinco Issuer shall, and shall cause each member of its Group respective Subsidiaries to, retain all Information (including any Confidential Information) in such Party’s Groupparty’s possession or under its control, relating directly or primarily to the pre-Distribution Closing business, Assets or Liabilities of the other Party’s Group party (such information “Retained Information”) for so long as such Information is required to be retained pursuant to such Partyparty’s ordinary course document retention policies as of such time or such later date as may be required by Law (including any Privacy and Information Security Requirements)Law, except that if, prior to the expiration of such period, any member of either Party’s Group party wishes to destroy or dispose of any such Retained Information that is at least five (5) years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group party that is proposing to dispose of or destroy any such Retained Information shall provide no less than thirty (30) 30 days’ prior written notice to the other Partyparty, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Partyparty, the Party whose Group party that is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c)party.

Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Harbor IP and Spinco shall, and shall cause each member of its Group to, retain all Information (including any Confidential Information) in such Party’s Group’s possession or under its control, relating directly or primarily to the pre-Distribution business, Assets or Liabilities of the other Party’s Group (such information “Retained Information”) for so long as such Information is required to be retained pursuant to such Party’s ordinary course document retention policies as of such time or such later date as may be required by Law (including any Privacy and Information Security Requirements)Law, except that if, prior to the expiration of such period, any member of either Party’s Group wishes to destroy or dispose of any such Retained Information that is at least five (5) years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group is proposing to dispose of or destroy any such Retained Information shall provide no less than thirty (30) 30 days’ prior written notice to the other Party, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Party, the Party whose Group is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c).

Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Harbor and Spinco shall, and shall cause each Confidential Treatment Requested by HS Spinco, Inc. Pursuant to 17 C.F.R. Section 200.83 member of its Group to, retain all Information (including any Confidential Information) in such Party’s Group’s possession or under its control, relating directly to the pre-Distribution business, Assets or Liabilities of the other Party’s Group (such information “Retained Information”) for so long as such Information is required to be retained pursuant to such Party’s ordinary course document retention policies as of such time or such later date as may be required by Law (including any Privacy and Information Security Requirements), except that if, prior to the expiration of such period, any member of either Party’s Group wishes to destroy or dispose of any such Retained Information that is at least five (5) years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group is proposing to dispose of or destroy any such Retained Information shall provide no less than thirty (30) days’ prior written notice to the other Party, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Party, the Party whose Group is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c).

Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Harbor Transferor and Spinco Buyer shall, and shall cause each member of its Group respective Subsidiaries to, retain all Information (including any Confidential Information) in such Party’s Groupparty’s possession or under its control, relating directly or primarily to the pre-Distribution Closing business, Assets or Liabilities of the other Party’s Group party (such information “Retained Information”) for so long as such Information is required to be retained pursuant to such Partyparty’s ordinary course document retention policies as of such time or such later date as may be required by Law (including any Privacy and Information Security Requirements)Law, except that if, prior to the expiration of such period, any member of either Party’s Group party wishes to destroy or dispose of any such Retained Information that is at least five (5) years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group party that is proposing to dispose of or destroy any such Retained Information shall provide no less than thirty sixty (3060) days’ prior written notice to the other Partyparty, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Partyparty, the Party whose Group party that is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c)party.