Access to Information and Employees by the Managing Party. In connection with the management and disposition of any Shared Historical DuPont Asset and/or any Shared Historical DuPont Liability, each of AgCo and SpecCo shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Shared Historical DuPont Asset or Shared Historical DuPont Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VII. Nothing in this Section 7.3(a) shall require any Party to violate any Law or any Contract with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to, or the provision of, any such Information would violate a Contract with a third party, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent to the disclosure of such information.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
Access to Information and Employees by the Managing Party. In connection with the management and disposition of any Specified DowDuPont Shared Historical DuPont Asset and/or any Specified DowDuPont Shared Historical DuPont Liability, each of AgCo and SpecCo the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Historical DuPont Asset or Specified DowDuPont Shared Historical DuPont Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b6.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VIIVI. Nothing in this Section 7.3(a6.3(a) shall require any Party to violate any Law or any Contract with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to, to or the provision of, of any such Information would violate a Contract with a third party, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent to the disclosure of such information.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
Access to Information and Employees by the Managing Party. In (a) Unless otherwise prohibited by Law, in connection with the management and disposition of any Shared Historical DuPont Asset and/or any Shared Historical DuPont Contingent Liability, each of AgCo and SpecCo the other Party shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classifiedclassified Information, privileged Confidential Information or confidential informationPrivileged Information, to the employees, properties, Records and other Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Shared Historical DuPont Asset or Shared Historical DuPont Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b6.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VIISection 6; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 7.3(a6.2(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to, or the provision of, a Party is required to disclose any such Information would violate a Contract with a third partyInformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent written consent to the disclosure of such informationInformation.
Appears in 3 contracts
Samples: Master Separation and Distribution Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
Access to Information and Employees by the Managing Party. In Unless otherwise prohibited by Law, in connection with the management and disposition of any Shared Historical DuPont Asset and/or any Shared Historical DuPont Contingent Liability, each of AgCo and SpecCo the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classifiedclassified Information, privileged Confidential Information or confidential informationPrivileged Information, to the employees, properties, Records and other Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Shared Historical DuPont Asset or Shared Historical DuPont Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b6.3(b) below may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VIIVI; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 7.3(a6.3(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to, or the provision of, a Party is required to disclose any such Information would violate a Contract with a third partyInformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent written consent to the disclosure of such informationInformation.
Appears in 2 contracts
Samples: Distribution Agreement (Park Hotels & Resorts Inc.), Distribution Agreement (Hilton Grand Vacations Inc.)
Access to Information and Employees by the Managing Party. In connection with the management and disposition of any Shared Historical DuPont Contingent Asset and/or any Shared Historical DuPont Contingent Liability, each of AgCo and SpecCo the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Shared Historical DuPont Contingent Asset or Shared Historical DuPont Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b6.3(b) below may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VIIVI. Nothing in this Section 7.3(a6.3(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to, or the provision of, a Party is required to disclose any such Information would violate a Contract with a third partyinformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent to the disclosure of such informationinformation or to develop an alternative to providing such access or information to the Managing Party so as to address such lack of access or information in a manner reasonably acceptable to the Managing Party.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Wyndham Destinations, Inc.), Separation and Distribution Agreement (Wyndham Hotels & Resorts, Inc.)
Access to Information and Employees by the Managing Party. In (e) Unless otherwise prohibited by Law, in connection with the management and disposition of any Shared Historical DuPont Asset and/or any Shared Historical DuPont Contingent Liability, each of AgCo and SpecCo the other Party shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classifiedclassified Information, privileged Confidential Information or confidential informationPrivileged Information, to the employees, properties, Records and other Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Shared Historical DuPont Asset or Shared Historical DuPont Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b6.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VIISection 6; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 7.3(a6.2(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to, or the provision of, a Party is required to disclose any such Information would violate a Contract with a third partyInformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent written consent to the disclosure of such informationInformation.
Appears in 1 contract
Samples: Master Separation and Distribution Agreement (CSRA Inc.)