Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Aptiv and Delphi Technologies, on behalf of itself and the members of its respective Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party, at any time before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either Party or any of the members of its Group to the extent that: (i) such Information relates to the Delphi Technologies Business or any Delphi Technologies Asset or Delphi Technologies Liability, if Delphi Technologies is the requesting party, or to the Aptiv Business or any Aptiv Asset or Aptiv Liability, if Aptiv 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 commercially detrimental, violate any Law or agreement or waive 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 the Parties under Section 6.4.
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Delphi Technologies PLC), Separation and Distribution Agreement (Delphi Automotive PLC)
Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Aptiv Valero and Delphi TechnologiesCorner Store, on behalf of itself and the members of its respective Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Partyparty, at any time before or after the Effective TimeDistribution Date, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either Party party or any of the members of its Group Subsidiaries to the extent that: (i) such Information relates to the Delphi Technologies Corner Store Business or any Delphi Technologies Corner Store Asset or Delphi Technologies Corner Store Liability, if Delphi Technologies Corner Store is the requesting party, or to the Aptiv Valero Business or any Aptiv Excluded Asset or Aptiv Excluded Liability, if Aptiv Valero 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 party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties 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 party providing Information pursuant to this Section 6.1 7.1 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 party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 7.1 shall expand the obligations of the Parties parties under Section 6.47.4.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (CST Brands, Inc.), Separation and Distribution Agreement (CST Brands, Inc.)
Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Aptiv TFMC and Delphi TechnologiesTEN, on behalf of itself and the members of its respective Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party, at any time before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either Party or any of the members of its Group to the extent that: (i) such Information relates to the Delphi Technologies TEN Business or any Delphi Technologies TEN Asset or Delphi Technologies TEN Liability, if Delphi Technologies TEN is the requesting party, or to the Aptiv TFMC Business or any Aptiv TFMC Asset or Aptiv TFMC Liability, if Aptiv TFMC 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 AuthorityEntity; 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 commercially detrimental, violate any Law or agreement or waive 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 4.1 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 4.1 shall expand the obligations of the Parties under Section 6.44.4.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Technip Energies N.V.), Separation and Distribution Agreement (Technip Energies B.V.), Separation and Distribution Agreement (TechnipFMC PLC)
Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Aptiv Autoliv and Delphi TechnologiesVeoneer, on behalf of itself and the members of its respective GroupGroup (a “Providing Party”), shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party or any member of the other Group (the “Requesting Party”), at any time before or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either the Providing Party or any of the members of its Group to the extent that: (i) such Information relates to the Delphi Technologies Veoneer Business or any Delphi Technologies Veoneer Asset or Delphi Technologies Veoneer Liability, if Delphi Technologies Veoneer or any member of the Veoneer Group is the requesting partyRequesting Party, or to the Aptiv Autoliv Business or any Aptiv Autoliv Asset or Aptiv Autoliv Liability, if Aptiv Autoliv or any member of the Autoliv Group is the requesting partyRequesting Party; (ii) such Information is required by the requesting party Requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting party Requesting Party to comply with any obligation imposed by any Governmental Authority; or (iv) such information is required by the Requesting Party to comply with any obligations imposed by the NYSE or Nasdaq Stockholm; provided, however, that, in the event that the Providing Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive 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 Providing 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 the Parties under Section 6.4.
Appears in 2 contracts
Samples: Distribution Agreement (Autoliv Inc), Distribution Agreement (Veoneer, Inc.)
Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Aptiv Enovis and Delphi TechnologiesESAB, on behalf of itself and the members of its respective Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party, at any time before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either Party or any of the members of its Group to the extent that: (i) such Information relates to the Delphi Technologies Business ESAB Business, the Discontinued Businesses or any Delphi Technologies ESAB Asset or Delphi Technologies ESAB Liability, if Delphi Technologies ESAB is the requesting party, or to the Aptiv Enovis Business or any Aptiv Enovis Asset or Aptiv Enovis Liability, if Aptiv Enovis 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 commercially detrimental, violate any Law or agreement or waive 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 the Parties under Section 6.4.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Enovis CORP), Separation and Distribution Agreement (ESAB Corp)
Agreement for Exchange of Information. Except as otherwise provided in (a) Subject to Section 6.9 and any Ancillary Agreementother applicable confidentiality obligations, each of Aptiv Vornado and Delphi TechnologiesUE, on behalf of itself and the members each member of its respective Group, shall 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 members of such other Party’s Group, at any time before before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information information (or a copy thereof) in the possession or under the control of either such Party or any of the members of its Group to the extent that: that (i) such Information information relates to the Delphi Technologies Business UE Business, or any Delphi Technologies UE Asset or Delphi Technologies UE Liability, if Delphi Technologies UE is the requesting partyParty, or to the Aptiv Business Vornado Business, or any Aptiv Vornado Asset or Aptiv Vornado Liability, if Aptiv Vornado is the requesting partyParty; (ii) such Information information is required by the requesting party Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information information is required by the requesting party 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 commercially detrimentaldetrimental to the Party providing the information, violate any Law or agreement 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 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 the Parties a Party under Section 6.4.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Urban Edge Properties), Separation and Distribution Agreement (Urban Edge Properties)