Common use of Agreement for Exchange of Information; Archives Clause in Contracts

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups and any member thereof (a “Requesting Party”), at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or Subject to Section 7.7 and any other member of their respective Groups relating to confidentialityapplicable confidentiality obligations, each Party of Covidien and Mallinckrodt, on behalf of its respective Group, agrees to provide, and or cause to cause its Representatives, its Group members and its respective Group members’ Representatives to providebe provided, to the other Groups and any member thereof (a “Requesting Party”)Group, at any time before, on or after the Effective TimeDistribution Date, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within in the possession or under the control of such Party or one of such Persons respective Group which the Requesting requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting requesting Party (including under applicable securities lawsor Tax Laws) by a Governmental Authority having jurisdiction over the Requesting requesting Party, (ii) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, Tax or other similar requirements of the Requesting Partyrequirements, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group membersother, or (iii) subject to the foregoing clause (ii) above), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that that, in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to For the generality avoidance of the foregoing sentencedoubt, the Parties agree that the provisions rights and obligations of the Tax Sharing Agreement shall govern any Party described in this Section 7.1 with respect to the sharing of Information relating related to TaxTaxes are subject to the rights and obligations described in the Tax Matters Agreement.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights Except in the case of an adversarial Action or obligations under any Ancillary Agreement between threatened adversarial Action by either Parent or SpinCo or a Person or Persons in its Group against the Parties and/or any other member of their respective Groups relating Party or a Person or Persons in its Group, and subject to confidentialitySection 6.01(b), each Party agrees to provideof Parent and SpinCo, and to cause its Representatives, its Group members and on behalf of its respective Group members’ Representatives (in such capacity, the “Providing Party”), shall provide, or cause to providebe provided, to the other Groups and any member thereof Party (a the “Requesting Party”), at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within (or a copy thereof) in the possession or under the control of such the Providing Party or one of such Persons which its Group Members to the Requesting Party reasonably needs extent that (i) such Information relates to comply with reportingthe Aaron’s Business, disclosureor any SpinCo Asset (including, filing for the avoidance of doubt, any SpinCo Intellectual Property) or other requirements imposed on SpinCo Liability, if SpinCo is the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting requesting Party, or to the Progressive Leasing and Vive Business, or any Parent Assets or Parent Liability, if Parent is the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of such Information is required by the Requesting Party, in each case other than claims or allegations that one requesting Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the Commission; provided, however, that that, in the event that any the Information requested by the requesting Party is not owned by the requesting Party and the Providing Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or or, subject to the provisions of Section 6.08, waive any attorney-client privilegeprivilege or attorney work product protection or other applicable privilege or immunity, such Party shall not be required to provide access to or furnish such Information to the Parties other Party; provided, however, that both Parent and SpinCo shall take all commercially reasonable measures to permit the compliance with such obligations this Section 6.01(a) in a manner that avoids any such harm or consequence. More particularlyBoth Parent and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 6.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. The Providing Party shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Providing Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and without limitation to nothing in this Section 6.01(a) shall expand the generality obligations of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Taxunder Section 6.04.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights Except in the case of an Adversarial Action or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating threatened Adversarial Action, and subject to confidentialitySection 8.01(b), each Party agrees to of Honeywell and SpinCo, on behalf of its respective Group, shall provide, and or cause to cause its Representatives, its Group members and its respective Group members’ Representatives to providebe provided, to the other Groups and any member thereof (a “Requesting Party”), at any time before, on or after the Effective TimeDistribution, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, (i) any Information within relating to time periods on or prior to the Distribution Date in the possession or under the control of such Party respective Group, which Honeywell or one SpinCo, or any member of such Persons which the Requesting Party its respective Group, as applicable, reasonably needs (iA) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities laws) Laws), by a any national securities exchange or any Governmental Authority having jurisdiction over the Requesting PartyHoneywell or SpinCo, or any member of its respective Group, as applicable, (iiB) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iiiC) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement (other than with respect to those obligations in Section 2.01(a)), any Ancillary Agreement or any Ongoing Relationship Agreement and (ii) all tangible embodiments of any Intellectual Property Rights that are assigned or licensed to such other Party under this Agreement or any Ancillary Agreement (other than the Intellectual Property License Agreement), and all Information related thereto, including Software source code and object code in a form reasonably acceptable to the other Party; providedin each case, howeverthat, that as of immediately following the Distribution, are in existence and in the event that any reasonable possession or control of the assigning or licensing Party determines that any such provision or one of Information could be commercially detrimentalits Group members, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularlyas applicable, and without limitation except to the generality extent already in the possession of the foregoing sentencereceiving Party or one of its Group members. The receiving Party shall use any Information received pursuant to Section 8.01(a)(i) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (A), the Parties agree that the provisions (B) or (C) of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Taximmediately preceding sentence.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or Subject to Section 6.4 and to Section 6.9 and any other member applicable confidentiality obligations, for a period of their respective Groups relating to confidentiality, each Party agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups and any member thereof (a “Requesting Party”), at any time before, on or after seven years following the Effective Time, subject each of SLM BankCo and Navient, on behalf of its respective Group, agrees to allow representatives of the provisions of Section 8.04 and as soon as reasonably practicable after written request thereforother Group reasonable access during normal business hours to, [or to provide], any Information within in the possession or under the control of such Party or one respective Group as of such Persons the Effective Time which the Requesting requesting Party reasonably needs (ia) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting requesting Party (including under applicable securities lawsor Tax Laws) by a Governmental Authority having jurisdiction over the Requesting Partyrequesting party, (iib) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation tax or other similar requirements of the Requesting Partyrequirements, in each case other than claims or allegations that one Party to this Agreement has against another Party or any a member of its Group members has or brings against the other Party or any of its Group membersrespective Group, or (iiic) subject to the foregoing clause (ii) aboveb), to comply with its obligations under this Agreement or any Ancillary Agreement, or, (d) with respect to Information stored at a third party site, subject to the foregoing clause (b), for the requesting Party’s ordinary business purposes; provided, however, that that, in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, agreement or waive any privilege otherwise available under applicable Law, including attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation but if such measures are not reasonably possible, then such Party shall not be required to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Taxprovide such Information.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups Group and any member thereof (a “Requesting Party”), at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 6.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Other Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups Group and any member thereof (a “Requesting Party”), at any time before, on or after the Contribution Effective Time, subject to the provisions of Section 8.04 6.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Other Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between From and after the Parties and/or any other Distribution Time until the fifth (5th) anniversary of the Distribution Time, each Party, on behalf of itself and each member of their respective Groups relating to confidentialityits Group, each Party agrees to provideuse commercially reasonable efforts to provide or make available, and or cause to cause its Representatives, its Group members and its respective Group members’ Representatives to providebe provided or made available, to the other Groups Party and any member thereof (a “Requesting the members of the other Party”)’s Group, at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within (or a copy thereof) in the possession or under the control of such either Party or one any member of such Persons which its Group to the Requesting Party reasonably needs extent that (i) such Information relates to the Spinco Business or any Spinco Asset or Spinco Liability (if Spinco is the requesting Party), or relates to the Pluto Business or any Pluto Asset or Pluto Liability (if Pluto is the requesting Party); (ii) such Information is reasonably required by the requesting Party to comply with reporting, disclosure, filing or other requirements any obligation imposed on the Requesting requesting Party (including under applicable securities laws) Laws or by a Governmental Authority or securities exchange having jurisdiction over the Requesting Party, requesting Party (ii) for use other than in any other judicial, regulatory, administrative connection with a Dispute or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations claim that one Party to this Agreement or any member of its Group members has or brings against the other Party or any member of its Group members, Group); or (iii) subject to such Information is reasonably required by the foregoing clause (ii) above, requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, Agreement (other than in connection with a Dispute or other claim that one Party or any member of its Group has against the other Party or any member of its Group). The Party providing Information pursuant to this Section 6.01(a) shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event that shall such Party be required to perform any Party determines that improvement, modification, conversion, updating or reformatting of any such provision Information, and nothing in this Section 6.01(a) shall expand the obligations of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Taxunder Section 6.04.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party of Expedia and TripAdvisor agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups Group and any member thereof (a “Requesting Party”), at any time before, on or after the Effective TimeDate, subject to the provisions of Section 8.04 9.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party of IAC and Expedia agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups Group and any member thereof (a “Requesting Party”), at any time before, on or after the Effective TimeDate, subject to the provisions of Section 8.04 9.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights Except in the case of an adversarial Action or obligations under any Ancillary Agreement between threatened adversarial Action by either EPC or EHP or a Person or Persons in its Group against the Parties and/or any other member of their respective Groups relating Party or a Person or Persons in its Group, and subject to confidentialitySection 7.01(b), each Party agrees to provideof EPC and EHP, and to cause its Representatives, its Group members and on behalf of its respective Group members’ Representatives (in such capacity, the “Providing Party”), shall provide, or cause to providebe provided, to the other Groups and any member thereof Party (a the “Requesting Party”), at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within (or a copy thereof) in the possession or under the control of such the Providing Party or one of such Persons which its Group Members to the Requesting Party reasonably needs extent that (i) such Information relates to comply with reportingthe EHP Business, disclosureor any EHP Asset (including, filing for the avoidance of doubt, any EHP Intellectual Property) or other requirements imposed on EHP Liability, if EHP is the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting requesting Party, or to the EPC Business, or any EPC Assets or EPC Liability, if EPC is the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of such Information is required by the Requesting Party, in each case other than claims or allegations that one requesting Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the Commission; provided, however, that that, in the event that any if the Information requested by the requesting Party is not owned by the requesting Party and the Providing Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or or, subject to the provisions of Section 7.08, waive any attorney-client privilegeprivilege or attorney work product protection or other applicable privilege or immunity, such Party shall not be required to provide access to or furnish such Information to the Parties other Party; provided, however, that both EPC and EHP shall take all commercially reasonable measures to permit the compliance with such obligations this Section 7.01(a) in a manner that avoids any such harm or consequence. More particularlyBoth EPC and EHP intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. The Providing Party shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Providing Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and without limitation to nothing in this Section 7.01(a) shall expand the generality obligations of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Taxunder Section 7.04.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or Subject to Section 7.11 and any other member of their respective Groups relating to confidentialityapplicable confidentiality obligations, each Party of Pentair and nVent agrees on behalf of itself and, to the extent permitted by applicable Law, on behalf of its respective Group, agrees to provide, and or cause to cause its Representatives, its Group members and its respective Group members’ Representatives to providebe provided, to the other Groups and any member thereof (a “Requesting Party”)Group, at any time before, on or after the Effective TimeDistribution Date, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within in the possession or under the control of such Party or one of such Persons respective Group which the Requesting requesting Party reasonably needs (ia) in order to continue to conduct the Pentair Business or the Electrical Business, as relevant, in the manner in which it was conducted in the twelve (12) months prior to the Distribution Date, (b) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting requesting Party (including under applicable securities lawsor Tax Laws) by a Governmental Authority having jurisdiction over the Requesting requesting Party, (iic) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, Tax or other similar requirements of the Requesting Partyrequirements, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group membersother, or (iiid) subject to the foregoing clause (ii) abovec), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that (i) the requesting Party provides to the other Party: (A) confirmation that it has undertaken a search of systems and records owned or controlled by it and that it was unable to locate the relevant Information; (B) sufficient information as is reasonably required to enable the other Party to identify and locate the Information; and (C) a reasonable explanation of why the requesting Party requires the Information; and (ii) in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable applicable Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularlyWithin a reasonable period after receipt of a request, the receiving Party shall conduct a reasonable and without limitation proportionate search for the requested Information and will at the requesting Party’s expense: (x) deliver copies of such requested Information identified and located as a result of such search to the generality requesting Party in the original format or such other format as the Parties may agree; and (y) notify the requesting Party in writing as soon as reasonably practicable in the event that any of the foregoing sentencerequested Information is not in the possession, custody or control of the receiving Party. For the avoidance of doubt, the Parties agree that the provisions rights and obligations of the Tax Sharing Agreement shall govern any Party described in this Section 7.3 with respect to the sharing of Information relating related to TaxTaxes are subject to the rights and obligations described in the Tax Matters Agreement.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or Subject to Section 7.11 and any other member of their respective Groups relating to confidentialityapplicable confidentiality obligations, each Party of Pentair and nVent agrees on behalf of itself and, to the extent permitted by applicable Law, on behalf of its respective Group, agrees to provide, and or cause to cause its Representatives, its Group members and its respective Group members’ Representatives to providebe provided, to the other Groups and any member thereof (a “Requesting Party”)Group, at any time before, on or after the Effective TimeDistribution Date, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within in the possession or under the control of such Party or one of such Persons respective Group which the Requesting requesting Party reasonably needs (ia) in order to continue to conduct the Pentair Business or the Electrical Business, as relevant, in the manner in which it was conducted in the 12 months prior to the Distribution Date, (b) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting requesting Party (including under applicable securities lawsor Tax Laws) by a Governmental Authority having jurisdiction over the Requesting requesting Party, (iic) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, Tax or other similar requirements of the Requesting Partyrequirements, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group membersother, or (iiid) subject to the foregoing clause (ii) abovec), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that (i) the requesting Party provides to the other Party: (A) confirmation that it has undertaken a search of systems and records owned or controlled by it and that it was unable to locate the relevant Information; (B) sufficient information as is reasonably required to enable the other Party to identify and locate the Information; and (C) a reasonable explanation of why the requesting Party requires the Information; and (ii) in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable applicable Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularlyWithin a reasonable period after receipt of a request, the receiving Party shall conduct a reasonable and without limitation proportionate search for the requested Information and will at the requesting Party’s expense: (x) deliver copies of such requested Information identified and located as a result of such search to the generality requesting Party in the original format or such other format as the Parties may agree; and (y) notify the requesting Party in writing as soon as reasonably practicable in the event that any of the foregoing sentencerequested Information is not in the possession, custody or control of the receiving Party. For the avoidance of doubt, the Parties agree that the provisions rights and obligations of the Tax Sharing Agreement shall govern any Party described in this Section 7.3 with respect to the sharing of Information relating related to TaxTaxes are subject to the rights and obligations described in the Tax Matters Agreement.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party of Alcan and Novelis agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ ' Representatives to provide, to the other Groups Group and any member thereof (a “"Requesting Party”"), at any time before, on or after the Effective TimeDate, subject to the provisions of Section 8.04 11.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting PartyParty or similar requirements, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client attorney‑client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing and Disaffiliation Agreement shall govern with respect to the sharing of Information relating to TaxTax and to the extent governed thereby, the provisions of this Article XI shall not apply. After the Effective Time, Novelis and the other members of Novelis Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historic significance that relate to the Separated Businesses, the Separated Assets or the Separated Entities and that are located in archives retained or maintained by Alcan or any other member of Alcan Group. Novelis and the other members of Novelis Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Novelis shall cause any such objects to be returned promptly, at Novelis's expense, in the same condition in which they were delivered to Novelis or any other member of Novelis Group and Novelis and the other members of Novelis Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Alcan or such other member of Alcan Group. In any event, the foregoing shall not be deemed to restrict the access of Alcan or any other member of Alcan Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on Alcan or any other member of Alcan Group if documents or objects referred to in this Section 11.01 are not maintained or preserved by Alcan or any other member of Alcan Group. Alternatively, Alcan, acting reasonably, may request from Novelis and any other member of Novelis Group that they provide it, with reasonable advance notice, with a list of the requested Information that relates to the Separated Businesses, the Separated Assets or the Separated Entities and Alcan shall use, and shall cause the other members of Alcan Group who are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by Alcan or any of its Group members or Representatives. Alcan will make available all such Information for inspection by Novelis or any other relevant member of Novelis Group during normal business hours at the place of business reasonably designated by Alcan. Subject to such confidentiality or security obligations as Alcan or the other relevant members of its Group may reasonably deem necessary, Novelis and the other relevant members of Novelis Group may have all requested Information duplicated. Alternatively, Alcan or the other relevant members of Alcan Group may choose to deliver to Novelis, at Novelis's expense, all requested Information in the form reasonably requested by Novelis or any other member of Novelis Group. At Alcan's request, Novelis shall cause such Information when no longer needed to be returned to Alcan at Novelis's expense.

Agreement for Exchange of Information; Archives. (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member Each of their respective Groups relating to confidentialityOCWEN and ALTISOURCE, each Party on behalf of its Group, agrees to provide, and or cause to cause its Representatives, its Group members and its respective Group members’ Representatives to providebe provided, to the other Groups and any member thereof (a “Requesting Party”)Group, at any time beforebefore the Distribution Date or until the sixth anniversary thereof, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within in the possession or under the control of such Party or one of such Persons which Group that the Requesting requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting requesting Party or any member of its Group (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the Requesting Partyrequesting Party or such member, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements of the Requesting Partyrequirements, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group membersother, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any either Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law law or agreement, agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly(b) After the Distribution Date, until the sixth anniversary thereof, each of OCWEN and without limitation ALTISOURCE shall have access during regular business hours (as in effect from time to time) to the generality documents that relate, in the case of the foregoing sentenceOCWEN, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing OCWEN Business that are located in archives retained or maintained by ALTISOURCE or, in the case of Information relating ALTISOURCE, to Tax.the ALTISOURCE Business that are located in archives retained or 20