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

Agreement for Exchange of Information; Archives. (a) Each of ATI and Water Pik, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each other Group, at any time before or after the 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 reasonably requires (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, or (iii) 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 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.

Appears in 6 contracts

Samples: Separation and Distribution Agreement (Water Pik Technologies Inc), Separation and Distribution Agreement (Water Pik Technologies Inc), Separation and Distribution Agreement (Water Pik Technologies Inc)

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Agreement for Exchange of Information; Archives. (a) Each of ATI and Water PikTeledyne Technologies, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each other Group, at any time before or after the 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 reasonably requires (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, or (iii) 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 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.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (Teledyne Technologies Inc), Separation and Distribution Agreement (Teledyne Technologies Inc), Separation and Distribution Agreement (Teledyne Technologies Inc)

Agreement for Exchange of Information; Archives. (a) Each of ATI Intelligroup and Water PikSeraNova, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each member of the other Group, at any time before or after the 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 reasonably requires 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, ; or (iii) 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 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.

Appears in 3 contracts

Samples: Contribution Agreement (Seranova Inc), Contribution Agreement (Seranova Inc), Contribution Agreement (Seranova Inc)

Agreement for Exchange of Information; Archives. (a) Each of ATI Parent and Water Pikthe Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each the other Group, at any time before or after the 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 reasonably requires 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, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary AgreementLiability; providedPROVIDED, howeverHOWEVER, 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.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Republic Services Inc), Separation and Distribution Agreement (Republic Services Inc), Separation and Distribution Agreement (Republic Industries Inc)

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Agreement for Exchange of Information; Archives. (a) Each After the Closing and until the fifth anniversary of ATI the Closing Date, each of Atlas and Water PikAHD, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each the other Group, at any time before or after the 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 requires needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or tax lawsLaws) by a Governmental Authority Entity having jurisdiction over the requesting partyParty, (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its benefit plans or payroll functions, administrative, tax or other proceeding or (iii) in order to satisfy audit, accounting, claims, regulatory, litigation, tax accounting or other similar requirements, or (iiiiv) to comply with its obligations under this Agreement or any 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 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. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any member of the AHD Group to provide any Restricted Data to any Person.

Appears in 2 contracts

Samples: Transaction Agreement (Atlas Pipeline Holdings, L.P.), Transaction Agreement (Atlas Energy, Inc.)

Agreement for Exchange of Information; Archives. (a) Each of ATI Collagen and Water PikTechnologies, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to each the other Group, at any time before or after the Distribution Effective 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 requires 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, requirements or (iii) 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 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.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Collagen Corp /De)

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