Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier and Otis, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information relates to the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party 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 obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any either Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information information relates to the Carrier Transferred Business, or any Carrier Transferred Asset or Carrier Assumed Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Retained Business, or any UTC Retained Asset or UTC Retained Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Information, violate any Law or agreementContract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisVarex, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case Party’s legal department requests to the extent that (i) such Information information relates to the Carrier Varex Business, or any Carrier Varex Asset or Carrier Varex Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Varex is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that if Varex’s legal department requests information related to SAP R3 historical information, the request shall be subject to the terms and procedures set forth in Schedule 6.1(a). The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 any limitations or restrictions pursuant to any applicable Law or pursuant to the provisions set forth on Schedule 6.3, from and any other applicable confidentiality obligationsafter the Distribution Date for a period of ten years, each of UTC, Carrier MII and Otis, on behalf of itself and each member of its Group, B&W agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such each other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requests, in each case to the extent that reasonably needs (i) such Information relates to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit requirements (whether in connection with audits conducted by independent accounting firms, internal audits, or audits conducted by third parties entitled to do so by Contract, including customers and vendors), or in connection with accounting, claims, regulatory, litigation or other similar requirements, except in the case of a Dispute subject to Article V brought by one Party against the other Party (which shall be governed by such Information is required by the requesting Party discovery rules as may be applicable under Article V), (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; Contract with a third party that is not an Affiliate, employee or agent of the requesting Party, or (iiiiv) such Information is required for any other significant business need as mutually determined in good faith by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)Parties; provided, however, that in the event that the either Party to whom the request has been made determines that any such provision (or making available) of Information could is reasonably likely to be commercially detrimental to the Party providing the Information, or violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially take reasonable efforts measures to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to ; provided, that this Section 6.1 6.4(a) 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 Party be required to perform not limit any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform ability to the policies and procedures of such Party or any member of implement such Party’s Group concerning healthrecords retention policies (including the record destruction provisions thereof). Without limiting the generality of the foregoing, safetyfor so long as MII (or any successor thereto) is required to reflect any financial information with respect to the B&W Entities in any of MII’s reports filed with the SEC under the Exchange Act, conduct B&W shall: (i) upon request, provide certifications of its chief executive officer and security that are made known or its chief financial officer substantially similar in form and substance to the certifications provided to MII or its executive officers in the accessing Party from time last 12 months preceding the Distribution Date with respect to timeperiodic reporting of assets, liabilities and financial results of the operations conducted by the B&W Entities; (ii) provide reasonable access to the books and records of the B&W Entities to permit MII’s independent auditors to audit or review, as applicable, any such financial information to be reflected in any such reports filed with the SEC; and (iii) consent to the inclusion (or incorporation by reference) of any financial statements reflecting any such financial information in any of MII’s reports filed with the SEC under the Exchange Act or in any registration statements filed by MII with the SEC under the Securities Act of 1933.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier and Otis, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at At any time before, on or after the Effective Distribution Time, (i) Lazard Group, on behalf of each Lazard Group Company, agrees to provide, or cause to be provided, to each of LAZ-MD and LFCM, (ii) LFCM, on behalf of each LFCM Company, agrees to provide, or cause to be provided, to each of LAZ-MD and Lazard Group, and (iii) LAZ-MD agrees to provide, or cause to be provided, to each of LFCM and Lazard Group, in each case as soon as reasonably practicable after written request therefortherefor from such other Party, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group respective Group, if applicable, that the requesting Party or any member of its Group requests, in each case to the extent that reasonably needs (i) such Information relates to comply with reporting, disclosure, filing or other requirements imposed on the Carrier Business, requesting Party (including under applicable securities or any Carrier Asset or Carrier Liability, if Carrier is tax laws) by a Governmental Authority having jurisdiction over the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party 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; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the any Party to whom the request has been made reasonably determines that any such provision of Information could be commercially detrimental to the such Party providing the Informationor any member of its Group, if applicable, violate any Law law or agreementagreement to which such Party or member of its Group, if applicable, is a party, or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege applicable to such Party or member of its Group, then if applicable, the Parties shall use commercially take all reasonable efforts measures to permit the compliance with such the obligations pursuant to the extent and this Section 6.1(a) in a manner that avoids any such harm or consequence. The consequence (including by entering into joint defense or similar arrangements); provided, further, that in the event, after taking all such reasonable measures, the Party providing subject to such law or agreement is unable to provide any Information pursuant to this Section 6.1 without violating such law or agreement, such Party shall only not be obligated to provide such Information in to the form, condition and format in which extent it then exists, and in no event would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall such Party be required to perform any improvement, modification, conversion, updating or reformatting not operate as a waiver of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4potentially applicable privilege. Each Party shall cause make its employees and the employees facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or Information provided to the accessing Party from time to timehereunder.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)2002; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any either Party under Section 6.4; provided, however, the Party providing information pursuant to this Section 6.1 shall use commercially reasonable efforts to provide such information in a format that the other Party has the ability to process without undue burden. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another SpinCo or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or a member any members of another Party’s its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisArlo, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case Party’s legal department requests to the extent that (i) such Information information relates to the Carrier Arlo Business, or any Carrier Arlo Asset or Carrier Arlo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Arlo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 7.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 7.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time7.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 any limitations or restrictions pursuant to any applicable Law (including privacy and data security Laws) or pursuant to the provisions set forth on Schedule 6.3, from and after the Distribution Date for a period of ten years (and, with respect to Information that relates to any other applicable confidentiality obligationsThird Party Claims, for a time period without any limit), each of UTC, Carrier RemainCo and Otis, on behalf of itself and each member of its Group, SpinCo agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such each other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requests, in each case to the extent that reasonably needs (i) such Information relates to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit requirements (whether in connection with audits conducted by independent accounting firms, internal audits, or audits conducted by third parties entitled to do so by Contract, including customers and vendors), or in connection with accounting, claims, regulatory, litigation or other similar requirements, except in the case of a Dispute subject to Article V brought by one Party against the other Party (which shall be governed by such Information is required by the requesting Party discovery rules as may be applicable under Article V), (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; Contract with a Third Party that is not an Affiliate, employee or agent of the requesting Party, or (iiiiv) such Information is required for any other significant business need as mutually determined in good faith by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)Parties; provided, however, that in the event that the either Party to whom the request has been made determines that any such provision (or making available) of Information could is reasonably likely to be commercially detrimental to the Party providing the Information, or violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeagreement or privacy policy or guidelines, then the Parties shall use commercially take reasonable efforts measures to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to ; provided, that this Section 6.1 6.4(a) shall only be obligated not limit any Party’s ability to implement such Party’s records retention policies (including the record destruction provisions thereof) and privacy policies and guidelines. Without limiting the generality of the foregoing, for so long as RemainCo (or any successor thereto) is required to reflect any financial information with respect to the SpinCo Entities in any of RemainCo’s reports filed with the SEC under the Exchange Act, SpinCo shall: (i) upon request, provide such Information certifications of its chief executive officer and its chief financial officer substantially similar in form and substance to the certifications provided by RemainCo’s executive officers in the formlast 12 months preceding the Distribution Date with respect to periodic reporting of assets, condition liabilities and format financial results of the operations conducted by the RemainCo Entities; (ii) provide reasonable access to the books and records of the SpinCo Entities to permit RemainCo’s independent auditors to audit or review, as applicable, any such financial information to be reflected in which it then exists, and in no event shall any such Party be required reports filed with the SEC; (iii) consent to perform any improvement, modification, conversion, updating the inclusion (or reformatting incorporation by reference) of any financial statements reflecting any such Information, financial information in any of RemainCo’s reports filed with the SEC under the Exchange Act or in any registration statements filed by RemainCo with the SEC under the Securities Act of 1933; and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall (iv) use commercially reasonable efforts to cause SpinCo’s independent accountants to consent to the employees inclusion of their audit reports in any registration statements filed by RemainCo with the SEC under the Securities Act of 1933. Without limiting the generality of the foregoing, for so long as SpinCo (or any successor thereto) is required to reflect any financial information with respect to the RemainCo Entities in any of SpinCo’s reports filed with the SEC under the Exchange Act, RemainCo shall: (i) upon request, provide certifications of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform chief executive officer and its chief financial officer substantially similar in form and substance to the policies certifications provided by RemainCo’s executive officers in the last 12 months preceding the Distribution Date with respect to periodic reporting of assets, liabilities and procedures financial results of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided the operations conducted by the RemainCo Entities; (ii) provide reasonable access to the accessing Party from time books and records of the RemainCo Entities to timepermit SpinCo’s independent auditors to audit or review, as applicable, any such financial information to be reflected in any such reports filed with the SEC; (iii) consent to the inclusion (or incorporation by reference) of any financial statements reflecting any such financial information in any of SpinCo’s reports filed with the SEC under the Exchange Act or in any registration statements filed by SpinCo with the SEC under the Securities Act of 1933; and (iv) use reasonable efforts to cause RemainCo’s independent accountants to consent to the inclusion of their audit reports, if required, in any registration statements filed by SpinCo with the SEC under the Securities Act of 1933.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)2002; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another SpinCo or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or a member any members of another Party’s its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.8 and any other applicable confidentiality obligations, each of UTC, Carrier iStar and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case reasonably requests to the extent that (i) such Information relates to the Carrier Transferred Business, or any Carrier Transferred Asset or Carrier LiabilityAssumed Liability (including information, books and records primarily related to the Transferred Business contained on the Yardi Systems accounts of iStar or the iStar Group), if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Excluded Business, or any UTC Excluded Asset or UTC Excluded Liability, if UTC iStar is the requesting Party; (ii) such Information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental to the Party providing the Information, could violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege or the work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time6.3.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Encompass and OtisEnhabit, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case Party’s legal department requests to the extent that (i) such Information information relates to the Carrier Enhabit Business, or any Carrier Enhabit Asset or Carrier Enhabit Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Enhabit is the requesting Party, or to the UTC Encompass Business, or any UTC Encompass Asset or UTC Encompass Liability, if UTC Encompass is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 any limitations or restrictions pursuant to any applicable Law or except as otherwise agreed in writing, or as otherwise provided in any Ancillary Agreement, from and any other applicable confidentiality obligations, after the Distribution Date each of UTC, Carrier Greatbatch and Otis, on behalf of itself and each member of its Group, Nuvectra agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such each other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of that can be retrieved without unreasonable disruption to its Group business and that the requesting Party or any member of its Group requests, in each case to the extent that reasonably needs (i) such Information relates to comply with reporting, disclosure, filing or other requirements, requests or Laws imposed on the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) for use in any pending or threatened judicial, regulatory, arbitration, mediation or other proceeding or investigation or in order to satisfy audit requirements (whether in connection with audits conducted by independent accounting firms, internal audits, or audits conducted by third parties entitled to do so by Contract, including customers and vendors), or in connection with accounting, claims, regulatory, litigation or other similar requirements, except in the case of a Dispute subject to Article V brought by a Party against the other Party (which shall be governed by such Information is required by the requesting Party discovery rules as may be applicable under Article V), (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; Contract with a third party that is not an Affiliate, employee or agent of the requesting Party, or (iiiiv) such Information is required by for any other significant business need as mutually determined in the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 Good Faith Judgment of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)Parties; provided, however, that in the event that the either Party to whom the request has been made determines that any such provision (or making available) of Information could is reasonably likely to be commercially detrimental to the Party providing the Information, or violate any Law or agreement, Contract or waive any privilege available under applicable LawPrivilege, including any attorney-client privilege, then the Parties shall use commercially take all reasonable efforts measures to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to ; provided, however, that this Section 6.1 6.4(a) 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 Party be required to perform not limit any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform ability to the policies and procedures of such Party or any member of implement such Party’s Group concerning healthrecords retention policies, safety, conduct and security that are made known or provided to the accessing Party as such policies may be amended from time to timetime (including the record destruction provisions thereof).

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of UTC, Carrier eBay and OtisPayPal, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information information relates (A) to the Carrier PayPal Business, or any Carrier PayPal Asset or Carrier PayPal Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis PayPal is the requesting Party, or (B) to the UTC eBay Business, or any UTC eBay Asset or UTC eBay Liability, if UTC eBay is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that if the Party to whom the request has been made determines that that, in the reasonable good faith judgment of such Party, any such provision of Information information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeinformation, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. Notwithstanding the foregoing, this Section 6.1 shall not require the Party to whom the request has been made to provide such information if such Party determines that doing so would, in the reasonable good faith judgment of such Party, reasonably be expected to result in any violation of any Law or agreement or waive any privilege available under applicable Law, including any attorney-client privilege; provided, that the Parties shall use commercially reasonable efforts to cooperate in seeking to find a way to permit compliance with such obligations to the extent and in a manner that avoids such consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of their respective Groups, each of UTC, Carrier YUM and Otiseach of the SpinCo Parties, on behalf of itself and each other member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another each other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any other member of its such Party’s Group that to the requesting Party or any other member of its such Party’s Group requests, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, a SpinCo Party or any Otis Asset or Otis Liability, if Otis other member of the SpinCo Group is the requesting Party, or to the UTC YUM Business, or any UTC YUM Asset or UTC YUM Liability, if UTC YUM or any other member of the YUM Group is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party or any other member of such Party’s Group to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that that, if the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation or any other member of such Party’s Group, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information specific and expressly identified information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that (to the extent such information is not already in the possession or under the control of the requesting Party or any member of its Group) which the requesting Party or its Group requests, in each case requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such Information information relates to the Carrier operation of the SpinCo Business, or any Carrier Asset SpinCo Asset, or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party, and in each case is needed for a reasonable, bona fide business purpose; (ii) for requests made within five (5) years following the Distribution Date, such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or Local Transfer Agreement; or (iii) such Information information is required for use by the requesting Party to comply with any obligation imposed by any Governmental Authority; (iv) such information is for use by the requesting Party in any judicial, including the obligation regulatory, administrative or other proceeding or in order to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with verifying compliance with Section 404 any Action or threatened Action in which any member of a Group is adverse to any member of the Xxxxxxxx-Xxxxx Act other Group); (v) for requests made during the term of 2002 the Intellectual Property Cross License Agreement, such information is embodied in books, records or other documents, constitutes Company CMI or SpinCo CMI (it being understood that each as defined in the Intellectual Property Cross License Agreement) and has been validly requested for the purpose of exercising the licenses granted in Section 2.1(c) and Section 2.2(c) of the Intellectual Property Cross License Agreement; or (vi) in the case where Parent is the requesting Party, (x) such information is necessary or desirable for Parent’s consideration of the timing or manner in which it will affect any Disposition or (y) such verificationinformation is necessary for Parent to complete its environmental inventory reporting obligations for the 2023 and 2024 calendar years consistent with past practice (including, the obligations set forth for such purpose, permitting Parent to conduct environmental surveys and assessments of SpinCo Real Property, subject to Parent providing reasonable advance notice to SpinCo and such access being limited to normal business hours and Parent conducting such survey or assessment in this sentence shall apply to access a manner that is not materially disruptive to the facilities, systems, infrastructure business and personnel operations of the applicable Party or its SpinCo Group); provided, however, that that, in the event that the Party to whom the request has been made determines in good faith that any such provision of Information information could be commercially detrimental to the Party providing the Informationinformation, result in the loss of confidentiality of confidential information, be inconsistent with data privacy obligations, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege and the attorney work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that the Parties agree that it shall not be deemed commercially detrimental to provide information regarding Trade Secrets licensed under Sections 2.1 and 2.2 of the Intellectual Property Cross License Agreement to the extent Trade Secrets are licensed under those sections. The Party providing Information information pursuant to this Section 6.1 6.2 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 6.2 shall expand the obligations of any either Party under Section 6.46.5 or impose any information retention obligations in addition to those under Section 6.5. Each Where information is to be transferred by physical delivery at or after the Effective Time, the transferring Party shall cause its employees and procure that such information is available for collection at the employees of any members of its Group tolocation at which such information is being stored at that time, and or as otherwise agreed between the Parties, such that there shall use commercially reasonable efforts be no requirement on either Party to cause move transferring information from one location to another in order to effect the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to timetransfer.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Xxxxxxx Controls and OtisAdient, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information information relates (A) to the Carrier Adient Business, or any Carrier Adient Asset or Carrier Adient Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Adient is the requesting Party, or (B) to the UTC Xxxxxxx Controls Business, or any UTC Xxxxxxx Controls Asset or UTC Xxxxxxx Controls Liability, if UTC Xxxxxxx Controls is the requesting Party; (ii) such Information is required by the requesting Party 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 obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, howeverthat, that in the event that if the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 6.1(a) 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 6.1(a) shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.8 and any other applicable confidentiality obligations, each of UTC, Carrier Southwest and OtisCenturi, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation Time, but no later than the second (2nd) anniversary of the Disposition Date, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier Centuri Business, or any Carrier Centuri Asset or Carrier Centuri Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Centuri is the requesting Party, or to the UTC Southwest Business, or any UTC Southwest Asset or UTC Southwest Liability, if UTC Southwest is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary AgreementAgreement or in connection with (A) an issuance of debt or equity securities or (B) a merger, divisive merger, reorganization or consolidation transaction in which such Party is a constituent party but not the surviving entity or the sale by such Party of all or substantially all of its Assets; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any either Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Cousins and OtisNew Parkway, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information relates to the Carrier New Parkway Business, or any Carrier New Parkway Asset or Carrier New Parkway Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis New Parkway is the requesting Party, or to the UTC Cousins Business, or any UTC Cousins Asset or UTC Cousins Liability, if UTC Cousins is the requesting Party; (ii) such Information is required by the requesting Party 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 obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental to the Party providing the Information, could violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege or the work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. ARCHIVES. (a) Subject to Section 6.9 Each of CCI and any other applicable confidentiality obligations, each of UTC, Carrier and OtisuBid, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make availableprovide, or cause to be provided or made availableprovided, to another Party and the members of such other Party’s Group, at any time before, on before or after the Effective TimeDistribution Date, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that party reasonably needs (i) such Information relates to the Carrier Businesscomply with reporting, disclosure, filing or any Carrier Asset or Carrier Liability, if Carrier is other requirements imposed on the requesting Party, to the Xxxx Business, party (including under applicable securities or any Otis Asset or Otis Liability, if Otis is tax laws) by a Governmental Authority having jurisdiction over the requesting Partyparty, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party 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; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the Party to whom the request has been made any party determines that any such provision of Information could be detrimental to the Party providing the Informationcommercially detrimental, violate any Law law or agreement, or waive any privilege available under applicable Law, including any attorney-attorney client privilege, then the Parties parties shall use commercially take all reasonable efforts measures to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 (b) After the Closing Date, uBid shall only be obligated to provide such Information have access during regular business hours (as in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party effect from time to time) to the documents and objects of historic significance that relate to the business of uBid that are located in the CCI Records. uBid 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 uBid shall cause any such objects to be returned promptly in the same condition in which they were delivered to uBid and uBid 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 CCI. Nothing herein shall be deemed to restrict the access of any member of the CCI Group to any such documents or objects or to impose any liability on any member of the CCI Group if any such documents or objects are not maintained or preserved by CCI.

Agreement for Exchange of Information. (a) Subject to Section 6.9 ‎6.9 and any other applicable confidentiality obligations, each of UTC, Carrier INSW and OtisOSG, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor from the other Party or its Group members, any Information (or a copy thereof) in the possession or under the control of such first Party or any member of its Group that the requesting Party or any member of its Group requests, in each case members to the extent that (i) such Information relates to the Carrier OSG Business, or any Carrier OSG Asset or Carrier OSG Liability, if Carrier is a member of the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis OSG Group is the requesting Party, or to the UTC INSW Business, or any UTC INSW Asset or UTC INSW Liability, if UTC a member of the INSW Group is the requesting Party; , (ii) such Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 ‎6.1 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 ‎6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time‎6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and ARCHIVES Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other applicable confidentiality obligationsmember of their respective Groups relating to confidentiality, each of UTC, Carrier Alcan and Otis, on behalf of itself and each member of its Group, Novelis agrees to use commercially reasonable efforts provide, and to provide or make availablecause its Representatives, or cause its Group members and its respective Group members' Representatives to be provided or made availableprovide, to another Party the other Group and the members of such other Party’s Groupany member thereof (a "REQUESTING PARTY"), at any time before, on or after the Effective TimeDate, subject to the provisions of Section 11.04 and as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in 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 member other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation of its Group that the requesting Requesting Party or any member of its Group requestssimilar 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 extent that (i) such Information relates to the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; foregoing clause (ii) such Information is required by the requesting Party 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 obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the any Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Informationcommercially detrimental, violate any Applicable Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially take all reasonable efforts measures to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then existsMore particularly, and in no event without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing and Disaffiliation Agreement shall such Party be required govern with respect to perform any improvementthe sharing of Information relating to Tax and to the extent governed thereby, modificationthe provisions of this Article XI shall not apply. After the Effective Time, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees Novelis and the employees of any other members of its Novelis Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party 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

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of UTC, Carrier New Worthington and OtisWorthington Steel, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at any time before, on before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such either Party or any member of the members of its Group that the requesting Party or any member of its Group requests, in each case to the extent that that: (i) such Information relates to the Carrier Business, Worthington Steel Business or any Carrier Worthington Steel Asset or Carrier Worthington Steel Liability, if Carrier Worthington Steel is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Partyparty, or to the UTC Business, New Worthington Business or any UTC Worthington Asset or UTC Worthington Liability, if UTC New Worthington is the requesting Partyparty; (ii) such Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party party to comply with any obligation imposed by any Governmental Authority, including applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the obligation to verify Securities and Exchange Commission or the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the XxxxxxxxNew York Stock Exchange or any other regulatory or self-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Groupregulatory authority); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Informationcommercially detrimental, violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party the Parties under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier and Otis, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at At any time before, on or after the Effective Distribution Time, (i) Lazard Group, on behalf of each Lazard Group Company, agrees to provide, or cause to be provided, to each of LAZ-MD and LFCM, (ii) LFCM, on behalf of each LFCM Company, agrees to provide, or cause to be provided, to each of LAZ-MD and Lazard Group, and (iii) LAZ-MD agrees to provide, or cause to be provided, to each of LFCM and Lazard Group, in each case as soon as reasonably practicable after written request therefortherefor from such other Party, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group respective Group, if applicable, that the requesting Party or any member of its Group requests, in each case to the extent that reasonably needs (i) such Information relates to comply with reporting, disclosure, filing or other requirements imposed on the Carrier Business, requesting Party (including under applicable securities or any Carrier Asset or Carrier Liability, if Carrier is tax laws) by a Governmental Authority having jurisdiction over the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party 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; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the any Party to whom the request has been made reasonably determines that any such provision of Information could be commercially detrimental to the such Party providing the Informationor any member of its Group, if applicable, violate any Law law or agreementagreement to which such Party or member of its Group, if applicable, is a party, or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege applicable to such Party or member of its Group, then if applicable, the Parties shall use commercially take all reasonable efforts measures to permit the compliance with such the obligations pursuant to the extent and this Section 6.1(a) in a manner that avoids any such harm or consequence. The consequence (including by entering into joint defense or similar arrangements); provided further that in the event, after taking all such reasonable measures, the Party providing subject to such law or agreement is unable to provide any Information pursuant to this Section 6.1 without violating such law or agreement, such Party shall only not be obligated to provide such Information in to the form, condition and format in which extent it then exists, and in no event would violate such law or agreement. The Parties intend that any transfer of Information that would otherwise be within the attorney-client privilege shall such Party be required to perform any improvement, modification, conversion, updating or reformatting not operate as a waiver of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4potentially applicable privilege. Each Party shall cause make its employees and the employees facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or Information provided to the accessing Party from time to timehereunder.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.10 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable best efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession possession, custody or under the control of such Party or its Group which the requesting Party’s legal department requests (including any SpinCo Books and Records or Parent Books and Records, as applicable, and any information held by a third-party on such Party’s or a member of its Group that the requesting Party or any member of its Group requests, in each case Group’s behalf) to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party (including, for the avoidance of doubt, such information the requesting Party reasonably believes is relevant to the requesting Party’s claim or defense in ongoing or anticipated litigation or other legal proceeding and would be proportional to the needs of the matter); (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation, audit, inspection, inquiry, or request from any Governmental Authority; or (iv) such information is required by the requesting Party to comply with any obligation imposed by a court order or any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)other compulsory legal process; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequenceconsequence (including by way of redaction). The Party providing Information information pursuant to this Section 6.1 7.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists; provided, however, that in the event (x) it is reasonably necessary for the purpose the requesting Party needs such information that such information be in a form, condition or format different from which it then exists and (y) the requesting Party is unable to modify the form, condition or format of such information without incurring costs and expenses materially in no event shall excess of the costs and expenses that would be incurred if the Party providing such information were to modify the form, condition or format of such information, then the Party be required providing such information will use commercially reasonable efforts at the requesting Party’s sole cost and expense to perform any improvementprovide such information in a form, modificationcondition and format requested by the requesting Party, conversionconsistent with the requesting Party’s need for the information, updating including the requesting Party’s legal obligation to retain, produce, or reformatting of any such Informationprovide the information in a particular form, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4condition or format. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time. As soon as reasonably practicable after the Separation Time, Parent and SpinCo shall agree to a plan with respect to the maintenance and transfer of data that constitutes SpinCo Books and Records and discuss and negotiate such plan in good faith, including whether to further catalog or inventory any data sources that may contain entangled data of both the SpinCo Group and Parent Group or transfer any such material to the other Party or its Group. Each Party may retain copies of information delivered to the other hereunder, subject to holding such information in confidence in accordance with this Agreement.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Kellanova and OtisWKKC, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier WKKC Business, or any Carrier WKKC Asset or Carrier WKKC Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis WKKC is the requesting Party, or to the UTC Kellanova Business, or any UTC Kellanova Asset or UTC Kellanova Liability, if UTC Kellanova is the requesting Party; (ii) such Information information is required by the requesting Party or its Group to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party or its Group to comply with any obligation Laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation or its Group, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any either Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another any Party or a member its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of another Party’s the other Party or any members of its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of UTC, Carrier HD and OtisLiveWire, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at any time before, on before or after the Effective Separation Time, as soon as reasonably practicable but in no event later than thirty (30) days after written request therefor, any Information (or a copy thereof) in the possession or under the control of such either Party or any member of the members of its Group that the requesting Party or any member of its Group requests, in each case to the extent that that: (i) such Information relates to the Carrier Business, LiveWire Business or any Carrier LiveWire Asset or Carrier LiveWire Liability, if Carrier LiveWire is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Partyparty, or to the UTC Business, Harley Business or any UTC HD Asset or UTC HD Liability, if UTC HD is the requesting Partyparty; (ii) such Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)Entity; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Informationcommercially detrimental, violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 3.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 3.1 shall expand the obligations of any Party the Parties under Section 6.43.4. Each Party All Information provided pursuant to this Section 3.1 shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform be subject to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to timeobligations set forth In Section 3.9.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, during normal business hours as soon as reasonably practicable after reasonable advance written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that counsel to the Party to whom the request has been made reasonably determines that any such provision of Information could be detrimental to the Party providing the Information, information would violate any applicable Law or agreementContract to which a member of the providing Party’s Group is a party or, subject to Section 6.8, cause a risk of loss or waive waiver of the protection of any privilege available under applicable Law, including any attorney-client privilege, then in such instances the providing Party shall inform the requesting Party of the general nature of the information being withheld and the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids such consequence; provided, that in the event the consent of a third party is required for the disclosure of any such harm information, no Party shall be obligated to pay any consideration (or consequenceotherwise incur any Liability or obligation) therefor to any third party from whom any such consent is sought unless such Party is fully reimbursed or otherwise made whole by the requesting Party. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.6 and any other applicable confidentiality obligations, each of UTCPost, Carrier BellRing LLC and OtisBellRing Inc., on behalf of itself themselves and each member of its Grouptheir respective Groups, as applicable, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another such other Party and the members of such other Party’s Group, as applicable, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that Group, as applicable, which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier BellRing Business, or any Carrier BellRing Asset or Carrier BellRing Liability, if Carrier is the requesting Party, to the Xxxx Business, BellRing Inc. or any Otis Asset or Otis Liability, if Otis BellRing LLC is the requesting Party, or to the UTC Post Business, or any UTC Post Asset or UTC Post Liability, if UTC Post is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 7.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 7.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time7.3.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Realty Income and OtisOrion, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information relates to the Carrier Transferred Business, or any Carrier Transferred Asset or Carrier Assumed Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Orion is the requesting Party, or to the UTC Excluded Business, or any UTC Excluded Asset or UTC Excluded Liability, if UTC Realty Income is the requesting Party; (ii) such Information is required by the requesting Party 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 obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental to the Party providing the Information, could violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege or the work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.9, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of UTC, Carrier SYNNEX and OtisConcentrix, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates (A) to the Carrier Concentrix Business, or any Carrier Concentrix Asset or Carrier Concentrix Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis Concentrix is the requesting Party, or (B) to the UTC SYNNEX Business, or any UTC SYNNEX Asset or UTC SYNNEX Liability, if UTC SYNNEX is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that if the Party to whom the request has been made determines that that, in the reasonable good faith judgment of such Party, any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the XxxxxxxxSarbanes-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)Oxley Axx xx 0000; providedxxovided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another SpinCo or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or a member any members of another Party’s its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; , (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such Information information is required by the requesting Party to comply with any obligation laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)2002; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another any Party or a member its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of another Party’s the other Party or any members of its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 7.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisBIG Token, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Separation Time, as soon as reasonably practicable after written request therefortherefor is received by such Party’s legal department from the requesting Party’s legal department, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case Party’s legal department requests to the extent that (i) such Information information relates to the Carrier BIG Token Business, or any Carrier BIG Token Asset or Carrier BIG Token Liability, if Carrier is the requesting Party, to the Xxxx Business, Company or any Otis Asset or Otis Liability, if Otis BIG Token is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 7.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 7.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time7.4.

Agreement for Exchange of Information. After the date of this Agreement and until five (a5) Subject to Section 6.9 and any other applicable confidentiality obligationsyears after the termination of the Amended SSA, each of UTC, Carrier and Otis, on behalf of itself and each member of its Group, Party agrees to use commercially reasonable efforts provide, or to cause any Person that is controlled by the Party, as applicable, to provide or make available, or cause to be provided or made available, to another Party and the members of such other a Requesting Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) regarding the Requesting Party and their assets, liabilities and operations which is in the possession or under the control of such the Disclosing Party or any member of its Group that and which the requesting Requesting Party or any member of its Group reasonably requests, in each case to the extent that (i) such Information relates to the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party 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 obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the Disclosing Party to whom the request has been made determines that any such the provision of any such Information could would reasonably be detrimental expected to the Party providing the Information, violate any Law Law, regulatory obligation, or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then or include confidential information (unless such information is subject to a non-disclosure agreement in form acceptable to the Parties FE Non- Debtor Entities and the Debtors), the Disclosing Party shall not be required to provide any such Information; provided, further, that the Disclosing Party shall use commercially reasonable efforts to permit compliance cooperate with reasonable requests that would enable such obligations otherwise not-required disclosures to the Requesting Party to occur without contravening any such Law, regulatory obligation, or agreement, jeopardizing privilege, or disclosing material non-public information, provided, further, that, to the extent permitted by applicable Law, the Disclosing Party provides notice to the Requesting Party that Information is being withheld pursuant to this proviso and in the Parties shall use their respective commercially reasonable efforts to find a manner that avoids mutually agreeable solution to any such harm or consequence. The Party legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to this Section 6.1 a joint defense agreement to be mutually agreed and executed between the applicable Parties. To the extent the Requesting Party and the Disclosing Party are unable to reach a mutually agreeable solution, the Parties reserve the right to seek to obtain such Information pursuant to discovery or other similar process in any Adversarial Proceeding. The Parties shall only be obligated to provide such Information requested by another Party pursuant to this Section 4.1 in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the 50 extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; , (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such Information information is required by the requesting Party to comply with any obligation laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)2002; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations only to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another any Party or a member its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of another Party’s the other Party or any members of its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; , (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or , (iii) such Information information is required by the requesting Party to comply with any obligation laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 or (it being understood that iv) such information is required in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel connection with Parent’s consideration of the applicable Party or its Group)timing in which it will effect the Subsequent Disposition; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations only to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another any Party or a member its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of another Party’s the other Party or any members of its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information specific and expressly identified information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that (to the extent such information is not already in the possession or under the control of the requesting Party or any member of its Group) which the requesting Party or its Group requests, in each case requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such Information information relates to the Carrier operation of the SpinCo Business, or any Carrier Asset SpinCo Asset, or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party, and in each case is needed for a reasonable, bona fide business purpose; (ii) for requests made within five (5) years following the Distribution Date, such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or Local Transfer Agreement; or (iii) such Information information is required for use by the requesting Party to comply with any obligation imposed by any Governmental Authority; (iv) such information is for use by the requesting Party in any judicial, including the obligation regulatory, administrative or other proceeding or in order to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with verifying compliance with Section 404 any Action or threatened Action in which any member of a Group is adverse to any member of the Xxxxxxxx-Xxxxx Act of 2002 other Group); or (it being understood that v) in the case where Parent is the requesting Party, (x) such information is necessary or desirable for Parent’s consideration of the timing or manner in which it will affect any Disposition or (y) such verificationinformation is necessary for Parent to complete its environmental inventory reporting obligations for the 2023 and 2024 calendar years consistent with past practice (including, the obligations set forth for such purpose, permitting Parent to conduct environmental surveys and assessments of SpinCo Real Property, subject to Parent providing reasonable advance notice to SpinCo and such access being limited to normal business hours and Parent conducting such survey or assessment in this sentence shall apply to access a manner that is not materially disruptive to the facilities, systems, infrastructure business and personnel operations of the applicable Party or its SpinCo Group); provided, however, that that, in the event that the Party to whom the request has been made determines in good faith that any such provision of Information information could be commercially detrimental to the Party providing the Informationinformation, result in the loss of confidentiality of confidential information, be inconsistent with data privacy obligations, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege and the attorney work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that the Parties agree that it shall not be deemed commercially detrimental to provide information regarding Trade Secrets licensed under Sections 2.1 and 2.2 of the Intellectual Property Cross License Agreement to the extent Trade Secrets are licensed under those sections. The Party providing Information information pursuant to this Section 6.1 6.2 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 6.2 shall expand the obligations of any either Party under Section 6.46.5 or impose any information retention obligations in addition to those under Section 6.5. Each Where information is to be transferred by physical delivery at or after the Effective Time, the transferring Party shall cause its employees and procure that such information is available for collection at the employees of any members of its Group tolocation at which such information is being stored at that time, and or as otherwise agreed between the Parties, such that there shall use commercially reasonable efforts be no requirement on either Party to cause move transferring information from one location to another in order to effect the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to timetransfer.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier CIT and OtisC2, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case requests to the extent that (i) such Information information relates to the Carrier C2 Business, or any Carrier C2 Asset or Carrier C2 Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis C2 is the requesting Party, or to the UTC CIT Business, or any UTC CIT Asset or UTC CIT Liability, if UTC CIT is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including (A) pursuant to any inquiry, action, or investigation or supervisory activity by any bank regulatory authority with jurisdiction over CIT and (B) as necessary to comply with the obligation to verify requirements of or the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of rules promulgated under the Xxxxxxxx-Xxxxx Securities Act of 2002 (it being understood that in 1933, as amended, or the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)Exchange Act; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.10, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties or other members of their respective Groups, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each other member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any other member of its such Party’s Group that to the requesting Party or any other member of its such Party’s Group requests, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, SpinCo or any Otis Asset or Otis Liability, if Otis other member of the SpinCo Group is the requesting Party, or to the UTC RemainCo Business, or any UTC RemainCo Asset or UTC RemainCo Liability, if UTC Parent or any other member of the RemainCo Group is the requesting Party; (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary the Investment Agreement; or (iii) such Information information is required by the requesting Party or any other member of such Party’s Group to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that that, if the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationit or any other member of its Group, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall will use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Any Party providing Information information pursuant to this Section 6.1 shall will only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall will such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall will expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and 6.08, any other applicable confidentiality obligations, any Ancillary Agreement or any other agreement between the Parties, each of UTC, Carrier Xxxxxxx and OtisSpinCo, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable during normal business hours after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that which the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information information relates (A) to the Carrier NP Business, or any Carrier NP Asset or Carrier NP Liability, if Carrier a member of the SpinCo Group is the requesting Partyparty, or (B) to the Xxxx Xxxxxxx Business, or any Otis Xxxxxxx Asset or Otis Xxxxxxx Liability, if Otis Xxxxxxx is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Partyparty; (ii) such Information information is required to administer (A) the Delayed NP Assets or Delayed NP Liabilities, if a member of the Xxxxxxx Group is the requesting party; (iii) such information is required by the requesting Party party to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreementother Contract in effect as of the Effective Time; or (iiiiv) such Information information is required by the requesting Party party to comply with (A) any reporting, disclosure, filing or other requirements imposed on the requesting party (including applicable securities or Tax laws) by a Governmental Authority having jurisdiction over the requesting party or (B) any request made or obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in if the event that the Party party to whom the request has been made determines that that, in the reasonable good faith judgment of such party, any such provision of Information information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeinformation, then the Parties shall, and shall cause their respective Groups to, use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. Notwithstanding the foregoing, this Section 6.01 shall not require the Party to whom the request has been made to provide such information if such Party determines that doing so would, in the reasonable good faith judgment of such Party, reasonably be expected to result in any violation of any Law or agreement or waive any privilege available under applicable Law, including any attorney-client privilege; provided, that the Parties shall use commercially reasonable efforts to cooperate in seeking to find a way to permit compliance with such obligations to the extent and in a manner that avoids such consequence. The Party providing Information information pursuant to this Section 6.1 6.01 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 6.01 shall expand the obligations of any a Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time6.04.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information specific and expressly identified information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that (to the extent such information is not already in the possession or under the control of the requesting Party or any member of its Group) which the requesting Party or its Group requests, in each case requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such Information information relates to the Carrier operation of the SpinCo Business, or any Carrier Asset SpinCo Asset, or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party, and in each case is needed for a reasonable, bona fide business purpose; (ii) for requests made within five (5) years following the Distribution Date, such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or Local Transfer Agreement; or (iii) such Information information is required for use by the requesting Party to comply with any obligation imposed by any Governmental Authority; (iv) such information is for use by the requesting Party in any judicial, including the obligation regulatory, administrative or other proceeding or in order to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with verifying compliance with Section 404 any Action or threatened Action in which any member of a Group is adverse to any member of the Xxxxxxxx-Xxxxx Act of 2002 other Group); or (it being understood that v) in the case where Parent is the requesting Party, (x) such information is necessary or desirable for Parent’s consideration of the timing or manner in which it will affect any Disposition or (y) such verificationinformation is necessary for Parent to complete its environmental inventory reporting obligations for the 2023 and 2024 calendar years consistent with past practice (including, the obligations set forth for such purpose, permitting Parent to conduct environmental surveys and assessments of SpinCo Real Property, subject to Parent providing reasonable advance notice to SpinCo and such access being limited to normal business hours and Parent conducting such survey or assessment in this sentence shall apply to access a manner that is not materially disruptive to the facilities, systems, infrastructure business and personnel operations of the applicable Party or its SpinCo Group); provided, however, that that, in the event that the Party to whom the request has been made determines in good faith that any such provision of Information information could be commercially detrimental to the Party providing the Informationinformation, result in the loss of confidentiality of confidential information, be inconsistent with data privacy obligations, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilegeprivilege and the attorney work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that the Parties agree that it shall not be deemed commercially detrimental to provide information regarding Trade Secrets licensed under Sections 2.1 and 2.2 of the Intellectual Property Cross License Agreement to the extent Trade Secrets are licensed under those sections. The Party providing Information information pursuant to this Section 6.1 6.2 shall only be obligated to provide Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 6.2 shall expand the obligations of any either Party under Section 6.46.5 or impose any information retention obligations in addition to those under Section 6.5. Each Where information is to be transferred by physical delivery at or after the Effective Time, the transferring Party shall cause its employees and procure that such information is available for collection at the employees of any members of its Group tolocation at which such information is being stored at that time, and or as otherwise agreed between the Parties, such that there shall use commercially reasonable efforts be no requirement on either Party to cause move transferring information from one location to another in order to effect the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to timetransfer.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and Except as otherwise provided in any other applicable confidentiality obligationsAncillary Agreement, each of UTC, Carrier New Worthington and OtisWorthington Steel, on behalf of itself and each member the members of its respective Group, agrees to shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at any time before, on before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such either Party or any member of the members of its Group that the requesting Party or any member of its Group requests, in each case to the extent that that: (i) such Information relates to the Carrier Business, Worthington Steel Business or any Carrier Worthington Steel Asset or Carrier Worthington Steel Liability, if Carrier Worthington Steel is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Partyparty, or to the UTC Business, New Worthington Business or any UTC New Worthington Asset or UTC New Worthington Liability, if UTC New Worthington is the requesting Partyparty; (ii) such Information is required by the requesting Party party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party party to comply with any obligation imposed by any Governmental Authority, including applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the obligation to verify Securities and Exchange Commission or the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the XxxxxxxxNew York Stock Exchange or any other regulatory or self-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Groupregulatory authority); provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Informationcommercially detrimental, violate any Law or agreement, agreement or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party the Parties under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier Parent and OtisSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requestsrequests and, with respect to clause (iii), access to the facilities, systems, infrastructure and personnel of such Party or its Group, in each case to the extent that (i) such Information information relates to the Carrier SpinCo Business, or any Carrier SpinCo Asset or Carrier SpinCo Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis SpinCo is the requesting Party, or to the UTC Parent Business, or any UTC Parent Asset or UTC Parent Liability, if UTC Parent is the requesting Party; , (ii) such Information information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iii) such Information information is required by the requesting Party to comply with any obligation laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including including, without limitation, the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)2002; provided, however, that that, in the event that the Party to whom the request has been made determines that any such provision of Information information could be detrimental to the Party providing the Informationinformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations only to the extent and in a manner that avoids any such harm or consequence. The Party providing Information information pursuant to this Section 6.1 shall only be obligated to provide such Information information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Informationinformation, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the its Representatives’ employees of its Representatives to, when on the property of another any Party or a member its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of another Party’s the other Party or any members of its Group, conform to the policies and procedures of such Party or any member of such Party’s and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

Agreement for Exchange of Information. (a) Subject Each of the Parties agrees to Section 6.9 and any other applicable confidentiality obligationsprovide, each of UTC, Carrier and Otis, on behalf of itself and or shall cause each member of its Group, agrees to use commercially reasonable efforts respective Group to provide (a "PROVIDING PARTY") (except in the case of a dispute brought by one Party against another Party, which shall be governed by the discovery rules of applicable state or make available, or cause to be provided or made availablefederal law), to another each other Party and the members or any member of such other Party’s Group, at any time before, on or after the Effective Time's respective Group (a "REQUESTING PARTY"), as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of a Providing Party, and to make available, the former, current and future directors, officers, managers, employees and other personnel and agents of the Providing Party (to the extent business demands of such Party person reasonably allow), within its control or any member of its Group that which it otherwise has the requesting Party or any member of its Group requestsability to make available, in each case to the extent that the Requesting Party reasonably needs such Information or person, regardless of whether such information relates or may relate to a matter subject to indemnification hereunder, (i) such Information relates to comply with reporting, disclosure, filing or other requirements imposed on the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; Agreement or (iiiiv) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 the ongoing businesses of the Xxxxxxxx-Xxxxx Act a Requesting Party, including preparation of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group)financial statements; provided, however, that in the event that the any Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Informationcommercially detrimental, violate any Law law (including any substantive rule of the PUCT) or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties Requesting Party and the Providing Party shall use commercially take all reasonable efforts measures to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 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 Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Requesting Party shall cause its employees bear all costs and expenses in connection therewith (unless the employees of any members of its Group to, and shall use commercially reasonable efforts Requesting Party is entitled to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to timeindemnification therefor under Article III).