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

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 and any other applicable confidentiality obligations, each of Sunoco and SunCoke, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 or Tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), 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 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.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 Each of NRF and any other applicable confidentiality obligations, each of Sunoco and SunCokeNRE, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Distribution Date or after until the IPO Closing Datefifth anniversary of the date of this Agreement, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which that the requesting party Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party or any member of its Group (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting partyParty or such member, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, that in the event that any party either Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive any attorney-client privilege, the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 Each of IDT and any other applicable confidentiality obligations, each of Sunoco and SunCokeNet2Phone, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other 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 Law law or agreement, or waive any attorney-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.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 Each of Brink’s and any other applicable confidentiality obligations, each of Sunoco and SunCokeBHS, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which that the requesting party Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party or any member of its Group (including under applicable securities or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting partyParty or such member, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, that in the event that any party either Party determines that any such provision of Information could be commercially detrimental, violate any Law law or agreement, agreement or waive any attorney-client privilege, the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 7.7 and any other applicable confidentiality obligations, each of Sunoco Emergent and SunCokeAptevo, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before before, on or after the IPO Closing Distribution 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 Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting partyParty, (ii) for use in any other judicial, regulatory, administrative, tax Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax Tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. For the avoidance of doubt, the rights and obligations of any Party described in this Section 7.1 with respect to the sharing of Information related to Taxes are subject to the rights and obligations described in the Tax Matters Agreement.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 Each of the LLC and any other applicable confidentiality obligations, each of Sunoco and SunCokethe Corporation, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, other or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other 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 Law law or agreement, 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.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 and any other applicable confidentiality obligations, each of Sunoco HBIO and SunCokeHXXX, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting partyParty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party 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 Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 Each of GECC and any other applicable confidentiality obligations, each of Sunoco and SunCokethe Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party or a member of its Group (including under applicable securities or Tax tax Laws) under the CALMA or by a Governmental Authority having jurisdiction over the requesting partyParty or such member of its Group, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary AgreementTransaction Document; provided, however, that, that in the event that any party 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 Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 and any other applicable confidentiality obligations, each of Sunoco HBIO and SunCokeHXXX, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting partyParty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party 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 Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 6.9 and any other applicable confidentiality obligations, for a period of seven years following the Effective Time, each of Sunoco SLM BankCo and SunCokeNewCo, on behalf of its respective Group, agrees to provideallow representatives of the other Group reasonable access during normal business hours to, or cause to be provided, to the other Group, at any time before or after the IPO Closing Date, as soon as reasonably practicable after written request thereforprovide, any Information in the possession or under the control of such respective Group as of the Effective Time which the requesting party Party reasonably needs (ia) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (iib) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the otheranother Party or a member of its respective Group, or (iiic) subject to the foregoing clause (iib), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive any privilege otherwise available under applicable Law, including attorney-client privilege, the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, but if such measures are not reasonably possible, then such Party shall not be required to provide such Information.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 Each of Path 1 and any other applicable confidentiality obligations, each of Sunoco and SunCokeMetar, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the IPO Closing 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 or Tax Lawstax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other 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 Law law or agreement, or waive any attorney-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.

Agreement for Exchange of Information; Archives. (a) Subject to Section 7.8 6.4 and to Section 6.9 and any other applicable confidentiality obligations, for a period of seven years following the Effective Time, each of Sunoco SLM BankCo and SunCokeNavient, on behalf of its respective Group, agrees to provideallow representatives of the other Group reasonable access during normal business hours to, or cause to be provided, to the other Group, at any time before or after the IPO Closing Date, as soon as reasonably practicable after written request thereforprovide, any Information in the possession or under the control of such respective Group as of the Effective Time which the requesting party Party reasonably needs (ia) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (iib) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party Party to this Agreement has against the otheranother Party or a member of its respective Group, or (iiic) subject to the foregoing clause (iib), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, agreement or waive any privilege otherwise available under applicable Law, including attorney-client privilege, the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, but if such measures are not reasonably possible, then such Party shall not be required to provide such Information.