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 applicable Tax Disaffiliation 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 LSC or Donnelley Financial for specific and identified Information which relates to (x) LSC or Donnelley Financial or the conduct of the LSC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD 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 RRD 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 LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC 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 LSC 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 Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to ...
Provision of Corporate Records. Except as contemplated by Sections 3.4 and 3.5, as soon as practicable after the Separation Date, subject to the provisions of this Section 8.3 and the provisions of Section 6.2 of the Transition Services Agreements, Halliburton shall use reasonable best efforts to deliver or cause to be delivered to KBR all KBR Books and Records in the possession of Halliburton or any member of the Halliburton Group, and KBR shall use reasonable best efforts to deliver or cause to be delivered to Halliburton all Halliburton Books and Records in the possession of KBR or any member of the KBR Group. The foregoing shall be limited by the following:
(a) To the extent any document (including computer files, as applicable) can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a KBR Book and Record and the other of which constitutes a Halliburton Book and Record, such document (including computer files, as applicable) shall be so subdivided and the appropriate portions shall be delivered to the parties.
(b) In the case of this Section 8.3, “reasonable best efforts” shall require only deliveries of (i) specific and discrete books and records or a reasonably limited class of items requested by the other party and (ii) specific and discrete books and records identified by either party in the ordinary course of business and determined by such party to be material to the other’s business.
(c) Each party may retain copies of books and records delivered to the other, subject to holding in confidence in accordance with Section 8.11 information contained in such books and records.
(d) Each party may in good faith refuse to furnish any books and records under this Section 8.3 if it reasonably believes in good faith that doing so could materially adversely affect its ability to successfully assert a claim of Privilege.
(e) Neither party shall be required to deliver to the other books and records or portions thereof which are subject to any Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, that if requested by the other party, such party shall use reasonable best efforts to seek a waiver of or other relief from such confidentiality restriction.
(f) Nothing in this Section 8.3 shall affect the rights and obligations of any party to the Tax Sharing Agreement with respect to the sharing of information related to Taxes.
Provision of Corporate Records. (a) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by Parametric for specific and identified books and records which relate to (x) Parametric or the conduct of the Parametric Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric and LRAD are parties (the “Parametric Books and Records”), LRAD shall, at the expense of Parametric, provide for the transport of the Parametric Books and Records in its possession or control to a location provided by Parametric as soon as practicable but no later than thirty (30) days following the date of such request, except to the extent such items are already in the possession of Parametric or a Parametric Affiliate.
(b) Except as otherwise provided in any Ancillary Agreement, upon the prior written request by LRAD for specific and identified books and records which relate to (x) LRAD or the conduct of the LRAD Business, as the case may be, up through the Distribution Date, or (y) any Ancillary Agreement to which Parametric and LRAD are parties (the “LRAD Books and Records”), Parametric shall, at the expense of LRAD, provide the transport of the LRAD Books and Records in its possession or control to a location provided by LRAD as soon as practicable but no later than thirty (30) days following the date of such request, except to the extent such items are already in the possession of LRAD or a LRAD Affiliate.
(c) With respect to books and records that relate to both the Parametric Business and the LRAD Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide such Combined Books and Records into Parametric Books and Records and LRAD Books and Records, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall each keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to ARTICLE V (in which event the provisions of such Article will govern) and without limiting the applicable provisions of ARTICLE V, and subject to appropriate restrictions for classified, privileged or Confidential Information:
(a) After the Effective Time, upon the prior written request by Mastech for specific and identified Information which relates to (x) Mastech or the conduct of the Mastech Business, as the case may be, up to the Effective Time, or (y) any Ancillary Agreement to which iGATE and Mastech are parties, iGATE 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 iGATE or any of its 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 Effective Time, upon the prior written request by iGATE for specific and identified Information which relates to (x) iGATE or the conduct of the iGATE Business up to the Effective Time, or (y) any Ancillary Agreement to which Mastech and iGATE are parties, Mastech 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 Mastech or any of its Affiliates, 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 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 whic...
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. 25 SECTION 4.02. Access to Information................................................................... 25 SECTION 4.03. Reimbursement........................................................................... 26 SECTION 4.04. Confidentiality......................................................................... 26 ARTICLE V DISPUTE RESOLUTION
Provision of Corporate Records. Prior to or as soon as practicable following the Distribution Date, each Group shall provide or make available to each other Group all documents, contracts, books, records and data (including but not limited to minute books, stock registers, stock certificates and documents of title) in its possession relating to such other Group or such other Group's business and affairs; provided that if any such documents, contracts, books, records or data relate to both Groups or the business and operations of both Groups, each such Group shall provide or make available to the other Group true and complete copies of such documents, contracts, books, records or data.
Provision of Corporate Records. Prior to or as promptly as practicable after the Effective Time or from time to time as reasonably requested by the SpinCo Group, the RemainCo Group shall deliver to the SpinCo Group: (a) any corporate books and records of the SpinCo Group and any such books and records that primarily relate to the business of the SpinCo Group, in each case in the possession of the RemainCo Group; (b) originals or copies of those corporate books and records of the RemainCo Group that relate to any aspect of the business of the SpinCo Group; and (c) copies (paper or electronic) of all Insurance Policies of any type covering (i) solely the SpinCo Group or (ii) both the SpinCo Group and the RemainCo Group. From and after the Effective Time, all such books, records and copies (where copies are delivered in lieu of originals), whether or not delivered, shall be the property of the RemainCo Group; provided, however, that all such information contained in such books, records or copies relating to the SpinCo Group shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained therein, in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law. RemainCo, if it so elects, may retain copies of any original books and records delivered to SpinCo; provided, however, that all such information contained in such books, records or copies (whether or not delivered to the SpinCo Group) relating to the SpinCo Group, shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law; provided, however, that RemainCo shall make the original books and records available to the SpinCo Group for inspection by Governmental Authorities or as otherwise required in connection with the defense of any Action.
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) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:
(a) After the Effective Time, upon the prior written request by Arcosa for specific and identified Information which relates to (i) any member of the Arcosa Group or the conduct of the Arcosa Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Trinity shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa has a reasonable need for such originals) in the possession or control of Trinity or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Group.
(b) After the Effective Time, upon the prior written request by Trinity for specific and identified Information which relates to (i) any member of the Trinity Group or the conduct of the Trinity Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Arcosa shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity has a reasonable need for such originals) in the possession or control of Arcosa or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Group.
