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

Agreement for Exchange of Information; Archives. Each of NorthStar Realty and NSAM, on behalf of its Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Distribution Date or until the fifth anniversary of the date of this Agreement, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such Group that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that either 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

Sources: Separation Agreement (NorthStar Asset Management Group Inc.), Separation Agreement (NorthStar Asset Management Group Inc.)

Agreement for Exchange of Information; Archives. Each Subject to Section 7.8 and any other applicable confidentiality obligations, each of NorthStar Realty HBIO and NSAMH▇▇▇, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Date or until the fifth anniversary of the date of this AgreementSeparation Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group that which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group (including under applicable securities or tax lawsTax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such memberParty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that that, in the event that either any Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement agreement, or waive any attorney-client privilege, the Parties 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

Sources: Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.), Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.)

Agreement for Exchange of Information; Archives. Each Subject to Section 7.8 and any other applicable confidentiality obligations, each of NorthStar Realty HBIO and NSAMH▇▇▇, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Date or until the fifth anniversary of the date of this AgreementIPO Closing Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group that which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or any member of its Group (including under applicable securities or tax lawsTax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such memberParty, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that that, in the event that either any Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement agreement, or waive any attorney-client privilege, the Parties 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

Sources: Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.)