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 Parent Group or Solta Group, respectively, shall be required to provide any member of the Solta Group or Parent Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to Solta, the business or assets of any member of the Solta Group, or matters for which the Solta Group or the Parent Group, respectively, has an obligation to indemnify under this Agreement and (ii) in no event shall any member of the Parent Group or the Solta Group, respectively, be required to provide any member of the Solta Group or Parent 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 Parent or Solta, respectively, determines that the provision of any information to any member of the Solta Group or Parent Group, respectively, could be commercially detrimental or violate any law or agreement to which Parent or Solta, respectively, is bound, Parent or Solta, respectively, shall not be required to comply with the foregoing terms of this Section 13(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 Solta or Parent, respectively, to the extent such access to or copies of any information is provided to a Person other than a member of the Parent Group or Solta Group, respectively).

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 Parent Group or Solta SpinCo Group, respectively, shall be required to provide any member of the Solta SpinCo Group or Parent Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to SoltaSpinCo, the business or assets of any member of the Solta SpinCo Group, or matters for which the Solta SpinCo Group or the Parent Group, respectively, has an obligation to indemnify under this Agreement and (ii) in no event shall any member of the Parent Group or the Solta SpinCo Group, respectively, be required to provide any member of the Solta SpinCo Group or Parent 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 Parent or SoltaSpinCo, respectively, determines that the provision of any information to any member of the Solta SpinCo Group or Parent Group, respectively, could be commercially detrimental or violate any law or agreement to which Parent or SoltaSpinCo, respectively, is bound, Parent or SoltaSpinCo, respectively, shall not be required to comply with the foregoing terms of this Section 13(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 Solta SpinCo or Parent, respectively, to the extent such access to or copies of any information is provided to a Person other than a member of the Parent Group or Solta SpinCo Group, respectively).

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 Parent Group or Solta Lithium Group, respectively, shall be required to provide any member of the Solta Lithium Group or Parent Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to SoltaLivent, the business or assets of any member of the Solta Lithium Group, or matters for which the Solta Group Livent or the Parent Group, respectively, has an obligation to indemnify under this Agreement Agreement, and (ii) in no event shall any member of the Parent Group or the Solta Lithium Group, respectively, be required to provide any member of the Solta Lithium Group or Parent 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 Parent or SoltaLivent, respectively, determines that the provision of any information to any member of the Solta Lithium Group or Parent Group, respectively, could be commercially detrimental or violate any law or agreement to which Parent or SoltaLivent, respectively, is bound, Parent or SoltaLivent, respectively, shall not be required to comply with the foregoing terms of this Section 13(d‎‎Section 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 Solta Parent or Parent, respectivelyLivent, to the extent such access to or copies of any information is provided to a Person other than a member of the Parent Group or Solta Group, respectivelyLithium Group (as applicable)).

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 Parent Group or Solta Lithium Group, respectively, shall be required to provide any member of the Solta Lithium Group or Parent Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to SoltaLivent, the business or assets of any member of the Solta Lithium Group, or matters for which the Solta Group Livent or the Parent Group, respectively, has an obligation to indemnify under this Agreement Agreement, and (ii) in no event shall any member of the Parent Group or the Solta Lithium Group, respectively, be required to provide any member of the Solta Lithium Group or Parent 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 Parent or SoltaLivent, respectively, determines that the provision of any information to any member of the Solta Lithium Group or Parent Group, respectively, could be commercially detrimental or violate any law or agreement to which Parent or SoltaLivent, respectively, is bound, Parent or SoltaLivent, respectively, shall not be required to comply with the foregoing terms of this Section 13(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 Solta Parent or Parent, respectivelyLivent, to the extent such access to or copies of any information is provided to a Person other than a member of the Parent Group or Solta Group, respectivelyLithium Group (as applicable)).

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 Parent Emerson Group or Solta Newco Group, respectively, shall be required to provide any member of the Solta Newco Group or Parent Emerson Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to SoltaNewco, the business or assets of any member of the Solta Newco Group, or matters for which the Solta Group Newco or the Parent Emerson Group, respectively, has an obligation to indemnify under this Agreement Agreement, and (ii) in no event shall any member of the Parent Emerson Group or the Solta Newco Group, respectively, be required to provide any member of the Solta Newco Group or Parent Emerson 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 Parent Emerson or SoltaNewco, respectively, determines that the provision of any information to any member of the Solta Newco Group or Parent Emerson Group, respectively, could be commercially detrimental or violate any law or agreement to which Parent Emerson or SoltaNewco, respectively, is bound, Parent Emerson or SoltaNewco, respectively, shall not be required to comply with the foregoing terms of this Section 13(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 Solta Emerson or Parent, respectivelyNewco, to the extent such access to or copies of any information is provided to a Person other than a member of the Parent Emerson Group or Solta Group, respectivelyNewco Group (as applicable)).