Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace and GCP, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group members, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members to the extent that (i) such information relates to the GCP Business, or any GCP Asset or GCP Liability, if a member of the GCP Group is the requesting Party, or to the Grace Business, or any Grace Asset or Grace Liability, if a member of the Grace Group is the requesting Party, (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace Vornado and GCPNewco, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members to the extent that (i) such information relates to the GCP DC Business, or any GCP Newco Asset or GCP Newco Liability, if a member of the GCP Group Newco is the requesting Party, or to the Grace Vornado Business, or any Grace Vornado Asset or Grace Vornado Liability, if a member of the Grace Group Vornado is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Ancillary Agreement Transfer Document; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace Ventas and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group requests to the extent that (i) such information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace Ventas Business, or any Grace Ventas Asset or Grace Ventas Liability, if a member of the Grace Group Ventas is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Grace Parent and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information Information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group requests to the extent that (i) such information Information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace Parent Business, or any Grace Parent Asset or Grace Parent Liability, if a member of the Grace Group Parent is the requesting Party, ; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, violate any applicable Law or agreementContract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace Parent and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information Information (or a copy thereof) (including Excluded Information) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group requests to the extent that (i) such information Information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace Parent Business, or any Grace Parent Asset or Grace Parent Liability, if a member of the Grace Group Parent is the requesting Party, ; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace Rayonier and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group to the extent that (i) such information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace Rayonier Business, or any Grace Rayonier Asset or Grace Rayonier Liability, if a member of the Grace Group Rayonier is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.09 and any other applicable confidentiality obligations, each of Grace Parent and GCPTelemynd, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group membersis received by such Party, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party requests to the extent that (i) such information relates to the GCP Telemynd Business, or any GCP Telemynd Asset or GCP Telemynd Liability, if a member of the GCP Group Telemynd is the requesting Party, or to the Grace Parent Business, or any Grace Asset Parent Group asset or Grace Parent Liability, if a member of the Grace Group Parent is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 6.01 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 6.01 shall expand the obligations of a Party under Section 6.46.04.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace Parent and GCPVarex, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group requests to the extent that (i) such information relates to the GCP Varex Business, or any GCP Varex Asset or GCP Varex Liability, if a member of the GCP Group Varex is the requesting Party, or to the Grace Parent Business, or any Grace Parent Asset or Grace Parent Liability, if a member of the Grace Group Parent is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace SPG and GCPWPG, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group to the extent that (i) such information relates to the GCP WPG Business, or any GCP WPG Asset or GCP WPG Liability, if a member of the GCP Group WPG is the requesting Party, or to the Grace SPG Business, or any Grace SPG Asset or Grace SPG Liability, if a member of the Grace Group SPG is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (ah) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace Rayonier and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group to the extent that (i) such information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace Rayonier Business, or any Grace Rayonier Asset or Grace Rayonier Liability, if a member of the Grace Group Rayonier is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Grace IAC and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Mandatory Exchange Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group requests to the extent that (i) such information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace IAC Business, or any Grace IAC Asset or Grace IAC Liability, if a member of the Grace Group IAC is the requesting Party, ; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Grace Parent and GCPSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor from the other Party or its Group memberstherefor, any information Information (or a copy thereof) in the possession or under the control of such first Party or its Group members which the requesting Party or its Group requests to the extent that (i) such information Information relates to the GCP SpinCo Business, or any GCP SpinCo Asset or GCP SpinCo Liability, if a member of the GCP Group SpinCo is the requesting Party, or to the Grace Parent Business, or any Grace Parent Asset or Grace Parent Liability, if a member of the Grace Group Parent is the requesting Party, ; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, violate any applicable Law or agreementContract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.