Common use of Confidentiality and Privileged Information Clause in Contracts

Confidentiality and Privileged Information. Any information or documents provided under this Agreement shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the VF Group or Kontoor Brands Group, respectively, shall be required to provide any member of the Kontoor Brands Group or VF Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to Kontoor Brands, the business or assets of any member of the Kontoor Brands Group, or matters for which Kontoor Brands or VF Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the VF Group or the Kontoor Brands Group, respectively, be required to provide any member of the Kontoor Brands Group or VF Group, respectively, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege. Notwithstanding the foregoing, in the event that VF or Kontoor Brands, respectively, determines that the provision of any information to any member of the Kontoor Brands Group or VF Group, respectively, could be commercially detrimental or violate any law or agreement to which VF or Kontoor Brands, respectively, is bound, VF or Kontoor Brands, respectively, shall not be required to comply with the foregoing terms of this Section 14(d) except to the extent that it is able, using commercially reasonable efforts, to do so while avoiding such harm or consequence (and shall promptly provide notice to VF or Kontoor Brands, to the extent such access to or copies of any information is provided to a Person other than a member of the VF Group or Kontoor Brands Group (as applicable)).

Appears in 4 contracts

Samples: Tax Matters Agreement (V F Corp), Tax Matters Agreement (Kontoor Brands, Inc.), Tax Matters Agreement (Kontoor Brands, Inc.)

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Confidentiality and Privileged Information. Any information or documents provided under this Agreement shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the VF L Brands Group or Kontoor Brands VS Group, respectively, shall be required to provide any member of the Kontoor Brands VS Group or VF L Brands Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to Kontoor BrandsVS, the business or assets of any member of the Kontoor Brands VS Group, or matters for which Kontoor VS or L Brands or VF Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the VF L Brands Group or the Kontoor Brands VS Group, respectively, be required to provide any member of the Kontoor Brands VS Group or VF L Brands Group, respectively, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege. Notwithstanding the foregoing, in the event that VF L Brands or Kontoor BrandsVS, respectively, determines that the provision of any information to any member of the Kontoor Brands VS Group or VF L Brands Group, respectively, could be commercially detrimental or violate any law or agreement to which VF L Brands or Kontoor BrandsVS, respectively, is bound, VF L Brands or Kontoor BrandsVS, respectively, shall not be required to comply with the foregoing terms of this Section 14(d) except to the extent that it is able, using commercially reasonable efforts, to do so while avoiding such harm or consequence (and shall promptly provide notice to VF L Brands or Kontoor BrandsVS, to the extent such access to or copies of any information is provided to a Person other than a member of the VF L Brands Group or Kontoor Brands VS Group (as applicable)).

Appears in 4 contracts

Samples: Tax Matters Agreement (Victoria's Secret & Co.), Tax Matters Agreement (Bath & Body Works, Inc.), Tax Matters Agreement (Victoria's Secret & Co.)

Confidentiality and Privileged Information. Any information or documents provided under this Agreement shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the VF RGHL Group or Kontoor Brands RCPI Group, respectively, shall be required to provide any member of the Kontoor Brands RCPI Group or VF RGHL Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to Kontoor BrandsRCPI, the business or assets of any member of the Kontoor Brands RCPI Group, or matters for which Kontoor Brands RCPI or VF RGHL Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the VF RGHL Group or the Kontoor Brands RCPI Group, respectively, be required to provide any member of the Kontoor Brands RCPI Group or VF RGHL Group, respectively, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege. Notwithstanding the foregoing, in the event that VF RGHL or Kontoor BrandsRCPI, respectively, determines that the provision of any information to any member of the Kontoor Brands RCPI Group or VF RGHL Group, respectively, could be commercially detrimental or violate any law or agreement to which VF RGHL or Kontoor BrandsRCPI, respectively, is bound, VF RGHL or Kontoor BrandsRCPI, respectively, shall not be required to comply with the foregoing terms of this Section 14(d12(d) except to the extent that it is able, using commercially reasonable efforts, to do so while avoiding such harm or consequence (and shall promptly provide notice to VF RGHL or Kontoor BrandsRCPI, to the extent such access to or copies of any information is provided to a Person other than a member of the VF RGHL Group or Kontoor Brands RCPI Group (as applicable)).

Appears in 3 contracts

Samples: Tax Matters Agreement (Reynolds Consumer Products Inc.), Tax Matters Agreement (Reynolds Consumer Products Inc.), Tax Matters Agreement (Reynolds Consumer Products Inc.)

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Confidentiality and Privileged Information. Any information or documents provided under this Agreement shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the VF Xxxxxxx Group or Kontoor Brands Newco Group, respectively, shall be required to provide any member of the Kontoor Brands Newco Group or VF Xxxxxxx Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to Kontoor BrandsNewco, the business or assets of any member of the Kontoor Brands Newco Group, or matters for which Kontoor Brands Newco or VF Xxxxxxx Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the VF Xxxxxxx Group or the Kontoor Brands Newco Group, respectively, be required to provide any member of the Kontoor Brands Newco Group or VF Xxxxxxx Group, respectively, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege. Notwithstanding the foregoing, in the event that VF Xxxxxxx or Kontoor BrandsNewco, respectively, determines that the provision of any information to any member of the Kontoor Brands Newco Group or VF Xxxxxxx Group, respectively, could be commercially detrimental or violate any law or agreement to which VF Xxxxxxx or Kontoor BrandsNewco, respectively, is bound, VF Xxxxxxx or Kontoor BrandsNewco, respectively, shall not be required to comply with the foregoing terms of this Section 14(d13(d) except to the extent that it is able, using commercially reasonable efforts, to do so while avoiding such harm or consequence (and shall promptly provide notice to VF Xxxxxxx or Kontoor BrandsNewco, to the extent such access to or copies of any information is provided to a Person other than a member of the VF Xxxxxxx Group or Kontoor Brands Newco Group (as applicable)).

Appears in 3 contracts

Samples: Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Transaction Agreement and Plan of Merger (Emerson Electric Co), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

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