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

Agreement for Exchange of Information; Archives. (a) After the Distribution Effective Time, and until the third (3rd) anniversary of the date of this Agreement, subject to Section 5.4 and any other applicable confidentiality obligations, each of JDSU and Lumentum, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group and its Representatives, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group 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) to carry out its human resources functions or to establish, assume or administer its Benefit Plans (as defined in the EMPLOYEE MATTERS AGREEMENT) or payroll functions, (iii) to satisfy audit, accounting or other similar requirements or (iv) to comply with its obligations under this Agreement or any other Transaction Document; provided, that in the case of Information reasonably requested by a party to satisfy its financial, statutory and tax audit requirements, the access contemplated by this section shall extend until the eighth (8th) anniversary of the date of this Agreement, and in the case of Information reasonably requested by a party to satisfy escheatment audit requirements, the access contemplated by this section shall continue indefinitely; provided, further, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any 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. Notwithstanding anything to the contrary herein, members of the JDSU Group shall only be required to provide access to Information that constitutes email which Lumentum reasonably needs to (A) support Lumentum in the prosecution of litigation that such member may initiate, or defend Lumentum or any of its employees in litigation brought by third Persons, or respond to document production requests in connection with any such litigation; (B) comply with a subpoena from a Governmental Authority having jurisdiction over such member; or (C) support investigations (internal or external) of suspected criminal activity for which Lumentum may desire to seek prosecution by law enforcement or for which Lumentum may be subject to prosecution; provided, that any such requests shall be subject to any required third-party consents or notifications and any other obligations that any member of the JDSU Group may have to a third party in connection with such Information or request; provided, further, that Lumentum shall direct any such requests only to the General Counsel of JDSU.

Agreement for Exchange of Information; Archives. (a) After the Distribution Effective Time, and until the third fifth (3rd5th) anniversary of the date of this Agreement, subject to Section 5.4 6.2 and any other applicable confidentiality obligations, each of JDSU Agilent and LumentumKeysight, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group and its Representatives, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group 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) to carry out its human resources functions or to establish, assume or administer its Benefit Plans (as defined in the EMPLOYEE MATTERS AGREEMENT) or payroll functions, (iii) to satisfy audit, accounting or other similar requirements or (iv) to comply with its obligations under this Agreement or any other Transaction Document; provided, that in the case of Information reasonably requested by a party to satisfy its financial, statutory and tax audit requirements, the access contemplated by this section Section 4.1(a) shall extend until the eighth tenth (8th10th) anniversary of the date of this Agreement, and in the case of Information reasonably requested by a party to satisfy escheatment audit requirements, the access contemplated by this section Section 4.1(a) shall continue indefinitely; provided, further, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any 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. Notwithstanding anything to the contrary herein, members of the JDSU Agilent Group shall only be required to provide access to Information that constitutes email which Lumentum a member of the Keysight Group reasonably needs to (A) support Lumentum a member of the Keysight Group in the prosecution of litigation that such member may initiate, or defend Lumentum a member of the Keysight Group or any of its employees in litigation brought by third Persons, or respond to document production requests in connection with any such litigation; (B) comply with a subpoena from a Governmental Authority having jurisdiction over such member; or (C) support investigations (internal or external) of suspected criminal activity for which Lumentum a member of the Keysight Group may desire to seek prosecution by law enforcement or for which Lumentum a member of the Keysight Group may be subject to prosecution; provided, that any such requests shall be subject to any required third-party consents or notifications and any other obligations that any member of the JDSU Agilent Group may have to a third party in connection with such Information or request; provided, further, that Lumentum Keysight shall direct any such requests only to the General Counsel of JDSUAgilent.

Agreement for Exchange of Information; Archives. (a) After the Distribution Effective Time, and until the third (3rd) anniversary xi.Each of the date of this Agreement, subject to Section 5.4 LLC and any other applicable confidentiality obligations, each of JDSU and Lumentumthe Corporation, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group and its RepresentativesGroup, at any time before or after the Separation Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group 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 Lawsor tax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) to carry out its human resources functions for use in any other judicial, regulatory, administrative, tax or to establish, assume other proceeding or administer its Benefit Plans (as defined in the EMPLOYEE MATTERS AGREEMENT) or payroll functions, (iii) order to satisfy audit, accounting accounting, regulatory, litigation, tax or other similar requirements requirements, in each case other than claims or allegations that one party to this Agreement has against the other or (iviii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Transaction DocumentAgreement; provided, that in the case of Information reasonably requested by a party to satisfy its financial, statutory and tax audit requirements, the access contemplated by this section shall extend until the eighth (8th) anniversary of the date of this Agreement, and in the case of Information reasonably requested by a party to satisfy escheatment audit requirements, the access contemplated by this section shall continue indefinitely; provided, furtherhowever, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement or waive any attorney-client privilege, the parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. Notwithstanding anything Without limiting the obligation of the LLC to transfer the Contributed Assets as provided herein, after the Separation Date, the Corporation or the LLC, as applicable, shall have access during regular business hours (as in effect from time to time) to the contrary hereindocuments and objects of historic significance that relate to the animation business that are located in archives retained or maintained by the LLC or that relate to the live-action business that are located in archives retained or maintained by the Corporation, members of as applicable. The Corporation or the JDSU Group shall only be required to provide access to Information that constitutes email which Lumentum reasonably needs to LLC, as applicable, may obtain copies (A) support Lumentum in the prosecution of litigation that such member may initiate, or defend Lumentum or any of its employees in litigation brought by third Persons, or respond to document production requests in connection with any such litigation; (B) comply with a subpoena from a Governmental Authority having jurisdiction over such member; or (C) support investigations (internal or externalbut not originals) of suspected criminal activity documents for which Lumentum bona fide business purposes and may desire to seek prosecution by law enforcement or obtain objects for which Lumentum may be subject to prosecutionexhibition purposes for reasonable periods of time if required for bona fide business purposes; provided, however, that the Corporation or the LLC, as applicable, shall cause any such requests objects to be returned promptly in the same condition in which they were delivered to such party and shall comply with any rules, procedures or other requirements, and shall be subject to any required third-restrictions (including prohibitions on removal of specified objects) that are then applicable to the providing party. The Corporation or the LLC, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party consents generally. Nothing herein shall be deemed to restrict the access of the providing party to any such documents or notifications objects or to impose any liability on the providing party if any such documents or objects are not maintained or preserved by such party. After the Separation Date, each of the LLC and any the Corporation (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations that any member of the JDSU Group may have and (ii) shall provide, or cause to a third party in connection with such Information or request; be provided, further, that Lumentum shall direct any such requests only to the General Counsel of JDSUother party (in such form as the providing party retains such information for its own use) all financial and other data and information as such requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.