Cooperation with Governmental Entity. If, in connection with any Shared Contingent Liability, a Party is required by Law to respond to and/or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party with respect to such Shared Contingent Liability; provided that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation and/or response to the Governmental Entity and the subject matter thereof. In the event that any Party is requested or required by any Governmental Entity in connection with any Shared Contingent Liability pursuant to written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party shall notify the Managing Party promptly of the request or requirement and such Party’s response thereto, and shall use commercially reasonable efforts to consult with the Managing Party with respect to the nature of such Party’s response to the extent practicable and not in violation of any attorney-client Privilege or legal process.
Appears in 5 contracts
Samples: Master Separation and Distribution Agreement, Master Separation and Distribution Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Computer Sciences Corp)
Cooperation with Governmental Entity. If, in connection with any Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability, a Party is required by Law to respond to and/or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party with respect to of such Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability; provided provided, that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation and/or response to the Governmental Entity and the subject matter thereof. In the event that any Party is requested or required by any Governmental Entity in connection with any Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability pursuant to written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party shall will notify the Managing Party promptly of the request or requirement and such Party’s response thereto, and shall use commercially reasonable efforts to consult with the Managing Party with respect to the nature of such Party’s response to the extent practicable and not in violation of any attorney-client Privilege or legal process.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.)
Cooperation with Governmental Entity. If, in connection with any Shared RRD Contingent Asset or Assumed RRD Contingent Liability, a Party is required by Law to respond to and/or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party with respect to of such Shared RRD Contingent Asset or Assumed RRD Contingent Liability; provided provided, that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation and/or response to the Governmental Entity and the subject matter thereof. In the event that any Party is requested or required by any Governmental Entity in connection with any Shared RRD Contingent Asset or Assumed RRD Contingent Liability pursuant to written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party shall will notify the Managing Party promptly of the request or requirement and such Party’s response thereto, and shall use commercially reasonable efforts to consult with the Managing Party with respect to the nature of such Party’s response to the extent practicable and not in violation of any attorney-client Privilege or legal process.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)
Cooperation with Governmental Entity. If, in connection with any Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability, a Party is required by Law to respond to and/or or is reasonably requested to cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party with respect to such Shared Contingent LiabilityParty; provided provided, that to the extent such consultation was is not practicable such practicable, the applicable Party shall promptly inform the Managing Party of regarding such response or cooperation and/or response to the Governmental Entity and the subject matter thereof. In the event that any Party is requested or required by any Governmental Entity in connection with any Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability pursuant to any written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party shall notify the Managing Party promptly of the such request or requirement and such Party’s response thereto, and shall use commercially reasonable best efforts to consult with the Managing Party with respect to the nature of such Party’s response to the extent practicable and not in violation of any attorney-client Privilege privilege or applicable legal process.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (Tyco International LTD)
Cooperation with Governmental Entity. If, in connection with any Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability, a Party is required by Law to respond to and/or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party with respect to of such Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability; provided provided, that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation and/or response to the Governmental Entity and the subject matter thereof. In the event that any Party is requested or required by any Governmental Entity in connection with any Shared Tyco Contingent Asset or Assumed Tyco Contingent Liability pursuant to written or oral question or request for Information information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party shall will notify the Managing Party promptly of the request or requirement and such Party’s response thereto, and shall use commercially reasonable efforts to consult with the Managing Party with respect to the nature of such Party’s response to the extent practicable and not in violation of any attorney-client Privilege or legal process.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Tyco International LTD /Ber/)
Cooperation with Governmental Entity. If, in connection with any Shared Contingent Liability, a Party is required by Law to respond to and/or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party with respect to such Shared Contingent Liability; provided provided, that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation and/or response to the Governmental Entity and the subject matter thereof. In the event that any Party is requested or required by any Governmental Entity in connection with any Shared Contingent Liability pursuant to written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party shall notify the Managing Party promptly of the request or requirement and such Party’s response thereto, and shall use commercially reasonable efforts to consult with the Managing Party with respect to the nature of such Party’s response to the extent practicable and not in violation of any attorney-client Privilege or legal process.
Appears in 2 contracts
Samples: Distribution Agreement (Hilton Grand Vacations Inc.), Distribution Agreement (Park Hotels & Resorts Inc.)