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

Agreement for Exchange of Information; Archives. (a) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of the date of this Agreement, each of GGP and Spinco, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, 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 or payroll functions, (iii) in order to satisfy audit, accounting or other similar requirements (except as otherwise provided in Section 4.1(d)), or (iv) to comply with its obligations under this Agreement or any other Transaction Document; 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) After the Effective Time (or such earlier time as the parties may agree) Each of GE and until the fifth (5th) anniversary of the date of this Agreement, each of GGP and SpincoGenworth, 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 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) 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 or payroll functions, (iii) in order to satisfy audit, accounting accounting, claims, regulatory, litigation, tax or other similar requirements (except as otherwise provided requirements, in Section 4.1(d))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 Document; 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) After the Effective Time (or such earlier time as the parties may agree) Each of BMS and until the fifth (5th) anniversary of the date of this Agreement, each of GGP and SpincoMJN, 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 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 or payroll functions, (iii) in order to satisfy audit, accounting accounting, regulatory, litigation, tax or other similar requirements (except as otherwise provided requirements, in Section 4.1(d))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, however, 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.

Agreement for Exchange of Information; Archives. (a) After the Effective Time (or such earlier time as the parties may agree) Each of Parent and until the fifth (5th) anniversary of the date of this Agreement, each of GGP and SpincoTronox, 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 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 or payroll functions, (iii) in order to satisfy audit, accounting accounting, claims, regulatory, litigation, tax or other similar requirements (except as otherwise provided requirements, in Section 4.1(d))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 DocumentAncillary Agreement; provided, however, 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 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) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of the date of this Agreement, each of GGP Cardinal Health and SpincoCareFusion, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, 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 Benefit Plans or payroll functions, (iii) in order to satisfy audit, accounting or other similar requirements (except as otherwise provided in Section 4.1(d)), or (iv) to comply with its obligations under this Agreement or any other Transaction Document; 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) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of the date of this Agreement, each of GGP Leucadia and SpincoCrimson, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, as soon as reasonably practicable after written request therefor, any Information 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 or payroll functions, (iii) in order to satisfy audit, accounting or other similar requirements (except as otherwise provided in Section 4.1(d)), or (iv) to comply with its obligations under this Agreement or any other Transaction DocumentAncillary Agreement; provided, however, that in the event that any party determines that any such provision of Information 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) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of the date of this Agreement, each of GGP and Spinco, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, 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 or payroll functions, (iii) in order to satisfy audit, accounting or other similar requirements (except as otherwise provided in Section 4.1(d)), or (iv) to comply with its obligations under this Agreement or any other Transaction DocumentAncillary 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.