Common use of Provision of Books and Records Clause in Contracts

Provision of Books and Records. (a) Except as otherwise provided in any Ancillary Agreement, as soon as practicable after the Distribution Date, ParentCo and SpinCo shall cooperate to provide that originals of SpinCo Books and Records (including all documents and electronically stored information except e-mails or other electronic correspondence not readily available in hard copy) which solely relate to SpinCo or the conduct of the SpinCo Business, as the case may be, up to the Effective Time, are in the possession or control of SpinCo or a SpinCo Subsidiary. (b) With respect to SpinCo Books and Records (including e-mails and other electronic correspondence not readily available in hard copy) that relate to both the SpinCo Business and the ParentCo Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide as soon as practicable but no later than six (6) months following the Distribution Date such Combined Books and Records into the books and records which solely relate to ParentCo or the conduct of the ParentCo Business and those that relate solely to SpinCo and the SpinCo Business, as the case may be, up to the Effective Time, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.

Provision of Books and Records. (a) Except as otherwise provided in any Ancillary Agreement, as soon as practicable after the Distribution Date, ParentCo PDL and SpinCo Facet shall cooperate to provide that originals of SpinCo Facet Books and Records (including all documents and electronically stored information except e-mails or other electronic correspondence not readily available in hard copy) which solely relate to SpinCo Facet or the conduct of the SpinCo Facet Business, as the case may be, up to the Effective Time, are in the possession or control of SpinCo Facet or a SpinCo Facet Subsidiary. (b) With respect to SpinCo Facet Books and Records (including e-mails and other electronic correspondence not readily available in hard copy) that relate to both the SpinCo Facet Business and the ParentCo PDL Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide as soon as practicable but no later than six (6) months following the Distribution Date such Combined Books and Records into the books and records which solely relate to ParentCo PDL or the conduct of the ParentCo PDL Business and those that relate solely to SpinCo Facet and the SpinCo Facet Business, as the case may be, up to the Effective Time, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.

Provision of Books and Records. (a) Except as otherwise provided in any Ancillary Agreement, as soon as practicable after the Distribution Date, ParentCo Parent, Q2 and SpinCo Cbanc shall cooperate to provide that originals of SpinCo Cbanc Books and Records (including all documents and electronically stored information except e-mails or other electronic correspondence not readily available in hard copy) which solely relate to SpinCo Spinco, CBN or the conduct of the SpinCo Cbanc Business, as the case may be, up to the Effective Time, are in the possession or control of SpinCo Spinco or a SpinCo SubsidiaryCBN. (b) With respect to SpinCo Cbanc Books and Records (including e-mails and other electronic correspondence not readily available in hard copy) that relate to both the SpinCo Cbanc Business and the ParentCo Q2 Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide as soon as practicable but no later than six (6) months following the Distribution Date such Combined Books and Records into the books and records which solely relate to ParentCo Parent, Q2 or the conduct of the ParentCo Q2 Business and those that relate solely to SpinCo Spinco, CBN and the SpinCo Cbanc Business, as the case may be, up to the Effective Time, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.