Common use of Provision of Books and Records Clause in Contracts

Provision of Books and Records. Subject to the provisions of this Section 6.3, MII shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to B&W all B&W Books and Records in the possession of the MII Group, and B&W shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to MII all MII Books and Records in the possession of the B&W Group. The foregoing shall be limited by, or subject to, the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a B&W Book and Record and the other of which constitutes a MII Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Parties. (b) Each Party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 Information contained in such books and records. (c) Without limiting the generality of the first sentence of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either MII or B&W identifies any MII Books and Records then in the possession of a member of the B&W Group or any B&W Books and Records then in the possession of a member of the MII Group, as applicable, MII or B&W, as the case may be, shall or shall cause any such MII Books and Records or B&W Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, to the entity identified by B&W or MII, as the case may be, as the appropriate transferee. (d) Each Party may refuse to furnish any Information if so doing, in such Party’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if B&W and MII cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any B&W Books and Records or MII Books and Records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such B&W Books and Records or MII Books and Records, notwithstanding any provisions of this Agreement. Notwithstanding the foregoing, the documents described on Schedule 6.3 shall be subject to the specific provisions set forth on Schedule 6.3.

Provision of Books and Records. Subject to the provisions of this Section 6.3, MII RemainCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to B&W SpinCo all B&W SpinCo Books and Records in the possession of the MII RemainCo Group, and B&W SpinCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to MII RemainCo all MII RemainCo Books and Records in the possession of the B&W SpinCo Group. The foregoing shall be limited by, or subject to, the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a B&W SpinCo Book and Record and the other of which constitutes a MII RemainCo Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Parties. (b) Each Party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 Information contained in such books and records. (c) Without limiting the generality of the first sentence of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either MII RemainCo or B&W SpinCo identifies any MII RemainCo Books and Records then in the possession of a member of the B&W SpinCo Group or any B&W SpinCo Books and Records then in the possession of a member of the MII RemainCo Group, as applicable, MII RemainCo or B&WSpinCo, as the case may be, shall or shall cause any such MII RemainCo Books and Records or B&W SpinCo Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, to the entity identified by B&W SpinCo or MIIRemainCo, as the case may be, as the appropriate transferee. (d) Each Party may refuse to furnish any Information if so doing, in such Party’s Good Faith Judgment, could reasonably be expected to result in a waiver of any Privilege with respect to a third party Third Party even if B&W SpinCo and MII RemainCo cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any B&W SpinCo Books and Records or MII RemainCo Books and Records are subject to restrictions or limitations set forth the Employee Matters Agreement, Tax Sharing Agreement, the Assumption and Loss Allocation Agreement, the Captive Insurance Novation and Assumption Agreements or the Intellectual Property Agreements, such restrictions and limitations shall apply to such B&W SpinCo Books and Records or MII RemainCo Books and Records, notwithstanding any provisions of this Agreement. Notwithstanding the foregoing, the documents described on Schedule 6.3 shall be subject to the specific provisions set forth on Schedule 6.3.

Provision of Books and Records. Subject As soon as practicable after the Distribution Date, subject to the provisions of this Section 6.3, MII CRG and Carrols shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to B&W Fiesta Restaurant Group all B&W Fiesta Books and Records in the possession of the MII CRG Group, and B&W Fiesta Restaurant Group shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to MII CRG all MII CRG Books and Records in the possession of the B&W Fiesta Group. The foregoing shall be limited by, or subject to, by the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a B&W Fiesta Book and Record and the other of which constitutes a MII CRG Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Partiesparties. (b) Each Party party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 6.10 Information contained in such books and records. (c) Without limiting the generality of the first sentence paragraph of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either MII CRG, Carrols or B&W Fiesta Restaurant Group identifies any MII CRG Books and Records then in the possession of a member of the B&W Fiesta Group or any B&W Fiesta Books and Records then in the possession of a member of the MII CRG Group, as applicable, MII CRG or B&WCarrols, or Fiesta, as the case may be, shall or shall cause any such MII CRG Books and Records or B&W Fiesta Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, delivered to the entity identified by B&W Fiesta Restaurant Group, or MIICRG or Carrols, as the case may be, as the appropriate transferee. (d) Each Party party may refuse to furnish any Information if so doing, in such Partyparty’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if B&W and MII Fiesta Restaurant Group, CRG or Carrols cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Partyparty, such Party party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any B&W Books and Records or MII Books and Records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such B&W Books and Records or MII Books and Records, notwithstanding any provisions of this Agreement. Notwithstanding the foregoing, the documents described on Schedule 6.3 shall be subject to the specific provisions set forth on Schedule 6.3.

Provision of Books and Records. Subject As soon as practicable after the Distribution Date, subject to the provisions of this Section 6.3, MII Pride shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to B&W Seahawk all B&W Seahawk Books and Records in the possession of the MII Pride Group, and B&W Seahawk shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to MII Pride all MII Pride Books and Records in the possession of the B&W Seahawk Group. The foregoing shall be limited by, or subject to, by the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a B&W Seahawk Book and Record and the other of which constitutes a MII Pride Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Partiesparties. (b) Each Party party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 6.11 Information contained in such books and records. (c) Without limiting the generality of the first sentence paragraph of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either MII Pride or B&W Seahawk identifies any MII Pride Books and Records then in the possession of a member of the B&W Seahawk Group or any B&W Seahawk Books and Records then in the possession of a member of the MII Pride Group, as applicable, MII Pride or B&WSeahawk, as the case may be, shall or shall cause any such MII Pride Books and Records or B&W Seahawk Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, delivered to the entity identified by B&W Seahawk or MIIPride, as the case may be, as the appropriate transferee. (d) Each Party party may refuse to furnish any Information if so doing, in such Partyparty’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if B&W Seahawk and MII Pride cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Partyparty, such Party party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any B&W Books and Records or MII Books and Records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such B&W Books and Records or MII Books and Records, notwithstanding any provisions of this Agreement. Notwithstanding the foregoing, the documents described on Schedule 6.3 shall be subject to the specific provisions set forth on Schedule 6.3.

Provision of Books and Records. Subject to the provisions of this Section 6.3, MII Greatbatch shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to B&W Nuvectra all B&W Nuvectra Books and Records in the possession or control of the MII Greatbatch Group, and B&W Nuvectra shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to MII Greatbatch all MII Greatbatch Books and Records in the possession or control of the B&W GroupNuvectra. The foregoing shall be limited by, or and subject to, the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a B&W Nuvectra Book and Record and the other of which constitutes a MII Greatbatch Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Parties. To the extent any document cannot be so separated without unreasonable effort or cost, Greatbatch shall retain such document and upon reasonable request by Nuvectra, deliver a complete copy thereof to Nuvectra. (b) Each Party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 6.8 Information contained in such books and records. (c) Without limiting the generality of the first sentence of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuityfor five years following the Distribution Date, if either MII Greatbatch or B&W Nuvectra identifies any MII Greatbatch Books and Records then in the possession of a member of the B&W Nuvectra Group or any B&W Nuvectra Books and Records then in the possession of a member of the MII Greatbatch Group, as applicable, MII Greatbatch or B&WNuvectra, as the case may be, shall or shall cause any such MII Greatbatch Books and Records or B&W Nuvectra Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, to the entity identified by B&W Nuvectra or MIIGreatbatch, as the case may be, as the appropriate transferee. (d) Each Party may refuse to furnish any Information if so doing, in such Party’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if B&W Nuvectra and MII Greatbatch cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any B&W Nuvectra Books and Records or MII Greatbatch Books and Records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such B&W Nuvectra Books and Records or MII Greatbatch Books and Records, notwithstanding any provisions of this Agreement. Notwithstanding the foregoing, the documents described on Schedule 6.3 shall be subject to the specific provisions set forth on Schedule 6.3.

Provision of Books and Records. Subject to the provisions of this Section 6.3, MII CHK shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to B&W SSE all B&W SSE Books and Records in the possession or control of the MII CHK Group, and B&W SSE shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to MII CHK all MII CHK Books and Records in the possession or control of the B&W SSE Group. The foregoing shall be limited by, or and subject to, the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a B&W SSE Book and Record and the other of which constitutes a MII CHK Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Parties. To the extent any document cannot be so separated without unreasonable effort or cost, CHK shall retain such document and upon reasonable request by SSE, deliver a complete copy thereof to SSE. (b) Each Party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 6.11 Information contained in such books and records. (c) Without limiting the generality of the first sentence of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuityfor five years following the Distribution Date, if either MII CHK or B&W SSE identifies any MII CHK Books and Records then in the possession of a member of the B&W SSE Group or any B&W SSE Books and Records then in the possession of a member of the MII CHK Group, as applicable, MII CHK or B&WSSE, as the case may be, shall or shall cause any such MII CHK Books and Records or B&W SSE Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, to the entity identified by B&W SSE or MIICHK, as the case may be, as the appropriate transferee. (d) Each Party may refuse to furnish any Information if so doing, in such Party’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if B&W SSE and MII CHK cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any B&W SSE Books and Records or MII CHK Books and Records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such B&W SSE Books and Records or MII CHK Books and Records, notwithstanding any provisions of this Agreement. Notwithstanding the foregoing, the documents described on Schedule 6.3 shall be subject to the specific provisions set forth on Schedule 6.3.