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 RGHL Group or GPC Group, respectively, shall be required to provide any member of the GPC Group or 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 GPC, the business or assets of any member of the GPC Group, or matters for which GPC or RGHL Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the RGHL Group or the GPC Group, respectively, be required to provide any member of the GPC Group or 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 RGHL or GPC, respectively, determines that the provision of any information to any member of the GPC Group or RGHL Group, respectively, could be commercially detrimental or violate any law or agreement to which RGHL or GPC, respectively, is bound, RGHL or GPC, respectively, shall not be required to comply with the foregoing terms of this Section 11(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 RGHL or GPC, to the extent such access to or copies of any information is provided to a Person other than a member of the RGHL Group or GPC Group (as applicable)).
Appears in 2 contracts
Samples: Tax Matters Agreement (Pactiv Evergreen Inc.), Tax Matters Agreement (Pactiv Evergreen Inc.)
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 RGHL ConAgra Group or GPC LW Group, respectively, shall be required to provide any member of the GPC LW Group or RGHL ConAgra Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to GPCSpinCo, the business or assets of any member of the GPC LW Group, or matters for which GPC SpinCo or RGHL ConAgra Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the RGHL ConAgra Group or the GPC LW Group, respectively, be required to provide any member of the GPC LW Group or RGHL ConAgra 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 RGHL ConAgra or GPCSpinCo, respectively, determines that the provision of any information to any member of the GPC LW Group or RGHL ConAgra Group, respectively, could be commercially detrimental or violate any law or agreement to which RGHL ConAgra or GPCSpinCo, respectively, is bound, RGHL ConAgra or GPCSpinCo, respectively, shall not be required to comply with the foregoing terms of this Section 11(d14(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 RGHL ConAgra or GPCSpinCo, to the extent such access to or copies of any information is provided to a Person other than a member of the RGHL ConAgra Group or GPC LW Group (as applicable)).
Appears in 2 contracts
Samples: Tax Matters Agreement (Conagra Brands Inc.), Tax Matters Agreement (Lamb Weston Holdings, Inc.)
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 RGHL EMC Group or GPC EIS Group, respectively, shall be required to provide any member of the GPC EIS Group or RGHL EMC Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to GPCEIS International, the business or assets of any member of the GPC EIS Group, or matters for which GPC EIS International or RGHL EMC Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the RGHL EMC Group or the GPC EIS Group, respectively, be required to provide any member of the GPC EIS Group or RGHL EMC 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 RGHL EMC or GPCEIS International, respectively, determines that the provision of any information to any member of the GPC EIS Group or RGHL EMC Group, respectively, could be commercially detrimental or violate any law or agreement to which RGHL EMC or GPCEIS International, respectively, is bound, RGHL EMC or GPCEIS International, respectively, shall not be required to comply with the foregoing terms of this Section 11(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 RGHL EMC or GPCEIS International, to the extent such access to or copies of any information is provided to a Person other than a member of the RGHL EMC Group or GPC EIS Group (as applicable)).
Appears in 2 contracts
Samples: Merger Agreement (Zurn Water Solutions Corp), Merger Agreement (Zurn Water Solutions Corp)
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 Notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the RGHL Lockheed Xxxxxx Group or GPC Leidos Group, respectively, shall be required to provide any member of the GPC Leidos Group or RGHL Lockheed Xxxxxx Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to GPCSpinco, the business or assets of any member of the GPC Group, Spinco Group or matters for which GPC RMT Parent or RGHL Lockheed Xxxxxx Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the RGHL Lockheed Xxxxxx Group or the GPC Leidos Group, respectively, be required to provide any member of the GPC Leidos Group or RGHL Lockheed Xxxxxx 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 RGHL LMC or GPCRMT Parent, respectively, determines that the provision of any information to any member of the GPC Leidos Group or RGHL Lockheed Xxxxxx Group, respectively, could be commercially detrimental or violate any law or agreement to which RGHL LMC or GPCRMT Parent, respectively, is bound, RGHL LMC or GPCRMT Parent, respectively, shall not be required to comply with the foregoing terms of this Section 11(d14(e) 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 RGHL or GPC, to the extent such access to or copies of any information is provided to a Person other than a member of the RGHL Group or GPC Group (as applicable))consequence.
Appears in 2 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Leidos Holdings, Inc.)
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 RGHL Xxxxxxx Group or GPC Newco Group, respectively, shall be required to provide any member of the GPC Newco Group or RGHL 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 GPCNewco, the business or assets of any member of the GPC Newco Group, or matters for which GPC Newco or RGHL Emerson Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the RGHL Xxxxxxx Group or the GPC Newco Group, respectively, be required to provide any member of the GPC Newco Group or RGHL 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 RGHL Emerson or GPCNewco, respectively, determines that the provision of any information to any member of the GPC Newco Group or RGHL Xxxxxxx Group, respectively, could be commercially detrimental or violate any law or agreement to which RGHL Emerson or GPCNewco, respectively, is bound, RGHL Emerson or GPCNewco, respectively, shall not be required to comply with the foregoing terms of this Section 11(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 RGHL Emerson or GPCNewco, to the extent such access to or copies of any information is provided to a Person other than a member of the RGHL Xxxxxxx Group or GPC Newco Group (as applicable)).
Appears in 1 contract
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 RGHL Exxxxxx Group or GPC Newco Group, respectively, shall be required to provide any member of the GPC Newco Group or RGHL Exxxxxx Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to GPCNewco, the business or assets of any member of the GPC Newco Group, or matters for which GPC Newco or RGHL Exxxxxx Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the RGHL Exxxxxx Group or the GPC Newco Group, respectively, be required to provide any member of the GPC Newco Group or RGHL Exxxxxx 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 RGHL Exxxxxx or GPCNewco, respectively, determines that the provision of any information to any member of the GPC Newco Group or RGHL Exxxxxx Group, respectively, could be commercially detrimental or violate any law or agreement to which RGHL Exxxxxx or GPCNewco, respectively, is bound, RGHL Exxxxxx or GPCNewco, respectively, shall not be required to comply with the foregoing terms of this Section 11(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 RGHL Exxxxxx or GPCNewco, to the extent such access to or copies of any information is provided to a Person other than a member of the RGHL Exxxxxx Group or GPC Newco Group (as applicable)).
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Emerson Electric Co)