Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. Each of Adaptec and Roxio agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that 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 other judicial, regulatory, administrative 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 or (iv) in connection with the ongoing businesses of Adaptec or Roxio, as the case may be; PROVIDED, HOWEVER, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 3 contracts

Samples: Master Separation and Distribution Agreement (Adaptec Inc), Master Separation and Distribution Agreement (Roxio Inc), Master Separation and Distribution Agreement (Roxio Inc)

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Agreement for Exchange of Information. Each of Adaptec Ambassadors and Roxio Education agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that 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 other judicial, regulatory, administrative 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 or (iv) in connection with the ongoing businesses of Adaptec Ambassadors or RoxioEducation, as the case may be; PROVIDEDprovided, HOWEVERhowever, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 2 contracts

Samples: Master Separation and Distribution Agreement (Ambassadors Group Inc), Master Separation and Distribution Agreement (Ambassadors Group Inc)

Agreement for Exchange of Information. Each of Adaptec ESS Technology and Roxio Vialta agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that 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 other judicial, regulatory, administrative 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 or (iv) in connection with the ongoing businesses of Adaptec ESS Technology or RoxioVialta, as the case may be; PROVIDEDprovided, HOWEVERhowever, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 2 contracts

Samples: Master Distribution Agreement (Vialta Inc), Master Distribution Agreement (Ess Technology Inc)

Agreement for Exchange of Information. Each of Adaptec BIOF and Roxio Ocwen agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Separation Date, as soon as reasonably practicable after written request therefor, any Information information in the possession or under the control of such party that 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 governmental authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative 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 attached as an exhibit hereto or (iv) in connection with the ongoing businesses of Adaptec BIOF or RoxioOcwen, as the case may be; PROVIDEDprovided, HOWEVERhowever, that in the event that any party determines that any such provision of Information information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 1 contract

Samples: Separation, Transfer and Distribution Agreement (Biofarm Inc)

Agreement for Exchange of Information. Each of Adaptec HP and Roxio Agilent agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that 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 other judicial, regulatory, administrative 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 or (iv) in connection with the ongoing businesses of Adaptec HP or RoxioAgilent, as the case may be; PROVIDED, HOWEVER, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 1 contract

Samples: Master Separation and Distribution Agreement (Hewlett Packard Co)

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Agreement for Exchange of Information. ARCHIVES. (a) Each of Adaptec CCI and Roxio uBid, on behalf of its respective Group, agrees to provide, or cause to be provided, to each otherthe other Group, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that Group which the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) in connection with the ongoing businesses of Adaptec or RoxioAgreement; provided, as the case may be; PROVIDED, HOWEVERhowever, that in the event that any party -------- ------- determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-attorney client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Creative Computers Inc)

Agreement for Exchange of Information. Each of Adaptec PARENT and Roxio SPINCO agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefortherefore, any Information in the possession or under the control of such party that 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 other judicial, regulatory, administrative 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 or (iv) in connection with the ongoing businesses of Adaptec PARENT or RoxioSPINCO, as the case may be; PROVIDED, HOWEVER, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 1 contract

Samples: Master Separation and Distribution Agreement (Cellteck Inc.)

Agreement for Exchange of Information. Each of Adaptec eOn and Roxio CSPR agrees to provide, or cause to be provided, to each other, at any time anytime before or after the Distribution Date, as soon as reasonably practicable after written request therefortherefore, any Information information in the possession or under the control of such party that 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 governmental authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative 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 or (iv) in connection with the ongoing businesses of Adaptec eOn or RoxioCSPR, as the case may be; PROVIDEDprovided, HOWEVERhowever, that in the event that any party determines that any such provision of Information information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 1 contract

Samples: Distribution Agreement (Cortelco Systems Puerto Rico Inc)

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