Common use of Information, Cooperation, and Other Assistance Clause in Contracts

Information, Cooperation, and Other Assistance. (a) During the Term, Service Recipient shall, upon request by Service Provider, (i) provide Service Provider or any other relevant Service Provider Party with all information within the control of (or reasonably available to) Service Recipient which is reasonably necessary to perform any Transition Services; provided, that, Service Recipient shall not be required to disclose any information to the extent disclosure to the applicable Service Provider Party is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent Service Recipient from disclosing such information; provided, however, if possible, the applicable Parties will seek to work around any such impediment in a manner that does not violate any applicable Law or contractual obligations or restrictions; and (ii) otherwise reasonably cooperate with Service Provider or any other relevant Service Provider Party to the extent reasonably necessary for the performance of the Transition Services; provided, that, in the case of (i), Service Recipient shall not incur any additional out-of-pocket costs or expenses or fees in connection with such actions. If disclosed by Service Recipient, any Confidential Information shall be subject to Section 6.17. Service Provider and other relevant Service Provider Party shall not be liable for any breach of this Agreement to the extent caused by Service Recipient’s failure to provide necessary information or cooperation in breach of Service Recipient’s obligations in this Section 2.7.

Appears in 2 contracts

Samples: Transition Services Agreement (Neogen Corp), Transition Services Agreement (Garden SpinCo Corp)

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Information, Cooperation, and Other Assistance. (a) During the Agreement Term, Service Recipient Customer shall, upon request by Service ProviderSupplier, (i) provide Service Provider Supplier or any other relevant Service Provider Supplier Party with all information within the control of (or reasonably available to) Service Recipient Customer which is reasonably necessary to perform any Transition Contract Manufacturing Services; provided, that, Service Recipient Customer shall not be required to disclose any information to the extent disclosure to the applicable Service Provider Supplier Party is not permitted or advisable under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent Service Recipient Customer from disclosing such information; provided, however, if possible, the applicable Parties will seek to work around any such impediment in a manner that does not violate any applicable Law or contractual obligations or restrictions; and (ii) otherwise reasonably cooperate with Service Provider Supplier or any other relevant Service Provider Supplier Party to the extent reasonably necessary for the performance of the Transition Contract Manufacturing Services; provided, that, in the case of (i), Service Recipient Customer shall not incur any additional out-of-pocket costs or expenses or fees in connection with such actions. If disclosed by Service RecipientCustomer, any Confidential Information such information shall be subject to Section 6.17. Service Provider Supplier and other relevant Service Provider Supplier Party shall not be liable for any breach of this Agreement to the extent caused by Service RecipientCustomer’s failure to provide necessary information or cooperation in breach of Service RecipientCustomer’s obligations in this Section 2.72.8.

Appears in 2 contracts

Samples: Transition Contract Manufacturing Agreement (Neogen Corp), Transition Contract Manufacturing Agreement (Garden SpinCo Corp)

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Information, Cooperation, and Other Assistance. (a) During the Term, Service Recipient Parent shall, upon request by Service Providerthe Company, (ia) provide Service Provider the Company or any other relevant Service Provider Party with all information within the control of (or reasonably available to) Service Recipient Parent which is reasonably necessary to perform any Transition ServicesDistribution Activities; provided, that, Service Recipient Parent shall not be required to disclose any information to the extent disclosure to the applicable Service Provider Party is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent Service Recipient Parent from disclosing such information; provided, however, if possible, the applicable Parties will seek to work around any such impediment in a manner that does not violate any applicable Law or contractual obligations or restrictions; and (iib) otherwise reasonably cooperate with Service Provider the Company or any other relevant Service Provider Party to the extent reasonably necessary for the performance of the Transition ServicesDistribution Activities; provided, that, in the case of (ia), Service Recipient shall not incur any additional out-of-pocket costs or expenses or fees in connection with such actions. If disclosed by Service RecipientParent, any Confidential Information shall be subject to Section 6.17. Service Provider The Company and other relevant Service Provider Party shall not be liable for any breach of this Agreement to the extent caused by Service RecipientParent’s failure to provide necessary information or cooperation in breach of Service RecipientParent’s obligations in this Section 2.7.

Appears in 2 contracts

Samples: Transition Distribution Services Agreement (Neogen Corp), Transition Distribution Services Agreement (Garden SpinCo Corp)

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