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

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Parent and SpinCo, on behalf of its Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Parent or SpinCo, or any member of its respective Group, as applicable: (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Parent or SpinCo, or any member of its respective Group, as applicable; (ii) requests for use in any other judicial, regulatory, administrative or other Action or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided that any request for information pursuant to this Section 7.01 shall be used only for the purposes described in this paragraph. (b) In the event that either Parent or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party may restrict such information to viewing by the other Party’s attorneys’ and experts’ eyes only before providing access to or furnishing such Information to the other Party; provided, however, that both Parent and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. The Parties and the applicable members of their respective Groups shall cooperate reasonably to preserve any attorney-client privilege, work product protection, joint defense, common interest or other privilege as to third parties as may be available in connection with each Group’s participation in an Action, including by negotiating and executing joint defense and/or common interest agreements to implement and/or supersede the provisions of Section 6.11 or this Section 7.01 where necessary or useful for this purpose.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Parent Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Parent Honeywell or SpinCo, or any member of its respective Group, as applicable: , reasonably needs (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Parent Honeywell or SpinCo, or any member of its respective Group, as applicable; , (ii) requests for use in any other judicial, regulatory, administrative or other Action proceeding or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided that . The receiving Party shall use any request for information Information received pursuant to this Section 7.01 shall be used only for 7.01(a) solely to the purposes extent reasonably necessary to satisfy the applicable obligations or requirements described in this paragraphclause (i), (ii) or (iii) of the immediately preceding sentence. (b) In Subject to the Data Transfer Agreement, in the event that either Parent Honeywell or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party may restrict such information shall not be required to viewing by the other Party’s attorneys’ and experts’ eyes only before providing provide access to or furnishing furnish such Information to the other Party; provided, however, that both Parent Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. The Parties Both Honeywell and SpinCo intend that any provision of access to or the applicable members furnishing of their respective Groups shall cooperate reasonably Information pursuant to preserve any attorney-client privilege, work product protection, joint defense, common interest or other privilege as to third parties as may be available in connection with each Group’s participation in an Action, including by negotiating and executing joint defense and/or common interest agreements to implement and/or supersede the provisions of Section 6.11 or this Section 7.01 where necessary or useful for this purposethat would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with the Data Transfer Agreement.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either HCMC or SpinCo or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b), each of Parent HCMC and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Parent HCMC or SpinCo, or any member of its respective Group, as applicable: , reasonably needs (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent HCMC or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Lawslaws), by any national securities exchange or any Governmental Authority having jurisdiction over Parent HCMC or SpinCo, or any member of its respective Group, as applicable; , (ii) requests for use in any other judicial, regulatory, administrative or other Action proceeding or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided that . The receiving Party shall use any request for information Information received pursuant to this Section 7.01 shall be used only for 7.01(a) solely to the purposes extent reasonably necessary to satisfy the applicable obligations or requirements described in this paragraphclause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Parent HCMC or SpinCo determines in good faith that the disclosure exchange of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party may restrict such information shall not be required to viewing by the other Party’s attorneys’ and experts’ eyes only before providing provide access to or furnishing furnish such Information to the other Party; provided, however, that both Parent HCMC and SpinCo shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. The Parties Both HCMC and SpinCo intend that any provision of access to or the applicable members furnishing of their respective Groups Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall cooperate reasonably not operate as waiver of such privilege. (c) Each of SpinCo and HCMC agrees, on behalf of itself and each member of the Group of which it is a member, not to preserve disclose or otherwise waive any attorney-client privilege, work product protection, joint defense, common interest privilege or protection attaching to any privileged Information relating to a member of the other privilege as Group or relating to third parties as may be available or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed). (d) HCMC and SpinCo each Group’s participation agree that it will only process personal data provided to it by the other Group in an Actionaccordance with all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, including by negotiating destruction, damage, alteration and executing joint defense and/or common interest agreements disclosure. In addition, each Party agrees to implement and/or supersede provide reasonable assistance to the provisions other Party in respect of Section 6.11 or this Section 7.01 where necessary or useful for this purposeany obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Parent and SpinCoParty, on behalf of its Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Parent or SpinCo, the other Party or any other member of its respective Group, as applicable: Group reasonably needs (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent or SpinCo, such other Party or any other member of its respective Group, as applicable Group (including under applicable securities Laws), ) by any national securities exchange or any Governmental Authority having jurisdiction over Parent or SpinCo, such other Party or any other member of its respective Group, as applicable; (ii) requests for use in any other judicial, regulatory, administrative or other Action proceeding or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided provided, that any request for information pursuant to this Section 7.01 shall be used only made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the purposes extent reasonably necessary to satisfy the applicable obligations or requirements described in this paragraphclause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Parent Vista Outdoor or SpinCo [Outdoor Products] determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party may restrict such information shall not be required to viewing by the other Party’s attorneys’ and experts’ eyes only before providing provide access to or furnishing furnish such Information to the other Party; provided, however, that both Parent Vista Outdoor and SpinCo [Outdoor Products] shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. The Parties Both Vista Outdoor and [Outdoor Products] intend that any provision of access to or the applicable members furnishing of their respective Groups Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall cooperate reasonably not operate as waiver of such privilege. (c) Each Party agrees, on behalf of itself and each other member of its Group, not to preserve disclose or otherwise waive any attorney-client privilege, work product protection, joint defense, common interest privilege or protection attaching to any privileged Information relating to a member of the other privilege as Group or relating to third parties as may be available or arising in connection with the relationship between the Groups at or prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). (d) Each Party agrees, on behalf of itself and each other member of its Group’s participation , that it will only Process Personal Information provided to it by the other Group in an Actionaccordance with all applicable Privacy and Data Security Requirements and will implement and maintain at all times appropriate technical and organizational measures to protect such Personal Information against unauthorized or unlawful Processing and accidental loss, including by negotiating destruction, damage, alteration and executing joint defense and/or common interest agreements disclosure. In addition, each Party agrees to implement and/or supersede provide reasonable assistance to the provisions other Party in respect of Section 6.11 or this Section 7.01 where necessary or useful for this purposeany obligations under applicable Privacy and Data Security Requirements affecting the disclosure of such Personal Information to the other Party and will not knowingly Process such Personal Information in such a way as to cause the other Party to violate any of its obligations under any applicable Privacy and Data Security Requirements.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Parent DTE Energy and SpinCoDT Midstream, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Parent DTE Energy or SpinCoDT Midstream, or any member of its respective Group, as applicable: , reasonably needs (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent DTE Energy or SpinCoDT Midstream, or any other member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Parent DTE Energy or SpinCoDT Midstream, or any other member of its respective Group, as applicable; , (ii) requests for use in any other judicial, regulatory, administrative or other Action proceeding or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided provided, that any request for information pursuant to this Section 7.01 shall be used only made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the purposes extent reasonably necessary to satisfy the applicable obligations or requirements described in this paragraphclause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Parent DTE Energy or SpinCo DT Midstream determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party may restrict such information shall not be required to viewing by the other Party’s attorneys’ and experts’ eyes only before providing provide access to or furnishing furnish such Information to the other Party; provided, however, that both Parent DTE Energy and SpinCo DT Midstream shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. The Parties Both DTE Energy and DT Midstream intend that any provision of access to or the applicable members furnishing of their respective Groups Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall cooperate reasonably not operate as waiver of such privilege. (c) Each of DT Midstream and DTE Energy agrees, on behalf of itself and each member of the Group of which it is a member, not to preserve disclose or otherwise waive any attorney-client privilege, work product protection, joint defense, common interest privilege or protection attaching to any privileged Information relating to a member of the other privilege as Group or relating to third parties as may be available or arising in connection with the relationship between the Groups at or prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed). (d) DTE Energy and DT Midstream each agree, on behalf of itself and each member of its respective Group’s participation , that it will only process personal data provided to it by the other Group in an Actionaccordance with all applicable privacy and data protection law obligations (including, including to the extent copies of the applicable privacy policies have been provided by negotiating one Party to the other, any applicable privacy policies of the DT Midstream Group or the DTE Energy Group, as the case may be) and executing joint defense and/or common interest agreements will implement and maintain at all times appropriate technical and organizational measures to implement and/or supersede protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the provisions other Party in respect of Section 6.11 or this Section 7.01 where necessary or useful for this purposeany obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way as to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Parent Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Parent Honeywell or SpinCo, or any member of its respective Group, as applicable: , reasonably needs (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Parent Honeywell or SpinCo, or any member of its respective Group, as applicable; , (ii) requests for use in any other judicial, regulatory, administrative or other Action proceeding or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided that . The receiving Party shall use any request for information Information received pursuant to this this Section 7.01 shall be used only for (a) solely to the purposes extent reasonably necessary to satisfy the applicable obligations or requirements described in this paragraphclause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Parent Honeywell or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party may restrict such information shall not be required to viewing by the other Party’s attorneys’ and experts’ eyes only before providing provide access to or furnishing furnish such Information to the other Party; provided, however, that both Parent Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. The Parties Both Honeywell and SpinCo intend that any provision of access to or the applicable members furnishing of their respective Groups Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall cooperate reasonably not operate as waiver of such privilege. (c) Each of SpinCo and Honeywell agrees, on behalf of itself and each member of the Group of which it is a member, not to preserve disclose or otherwise waive any attorney-client privilege, work product protection, joint defense, common interest privilege or protection attaching to any privileged Information relating to a member of the other privilege as Group or relating to third parties as may be available or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed). (d) Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection Laws and obligations (including any applicable privacy policies of the SpinCo Group or the Honeywell Group’s participation , as the case may be) and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in an Action, including by negotiating respect of any obligations under privacy and executing joint defense and/or common interest agreements data protection legislation affecting the disclosure of such personal data to implement and/or supersede the provisions other Party and will not knowingly process such personal data in such a way as to cause the other Party to violate any of Section 6.11 or this Section 7.01 where necessary or useful for this purposeits obligations under any applicable privacy and data protection legislation.