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

Information, Cooperation, and Other Assistance. During the Agreement Term, Customer shall, upon request by Supplier, (i) provide Supplier or any other relevant Supplier Party with all information within the control of (or reasonably available to) Customer which is reasonably necessary to perform any Contract Manufacturing Services; provided, that, Customer shall not be required to disclose any information to the extent disclosure to the applicable Supplier Party is not permitted or advisable under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent 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 Supplier or any other relevant Supplier Party to the extent reasonably necessary for the performance of the Contract Manufacturing Services; provided, that, in the case of (i), Customer shall not incur any additional out-of-pocket costs or expenses or fees in connection with such actions. If disclosed by Customer, such information shall be subject to Section 6.17. Supplier and other relevant Supplier Party shall not be liable for any breach of this Agreement to the extent caused by Customer’s failure to provide necessary information or cooperation in breach of Customer’s obligations in this Section 2.8.

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 Agreement Term, Customer Service Recipient shall, upon request by SupplierService Provider, (i) provide Supplier Service Provider or any other relevant Supplier Service Provider Party with all information within the control of (or reasonably available to) Customer Service Recipient which is reasonably necessary to perform any Contract Manufacturing Transition Services; provided, that, Customer Service Recipient shall not be required to disclose any information to the extent disclosure to the applicable Supplier Service Provider Party is not permitted or advisable under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent Customer 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 Supplier Service Provider or any other relevant Supplier Service Provider Party to the extent reasonably necessary for the performance of the Contract Manufacturing Transition Services; provided, that, in the case of (i), Customer Service Recipient shall not incur any additional out-of-pocket costs or expenses or fees in connection with such actions. If disclosed by CustomerService Recipient, such information any Confidential Information shall be subject to Section 6.17. Supplier Service Provider and other relevant Supplier Service Provider Party shall not be liable for any breach of this Agreement to the extent caused by CustomerService Recipient’s failure to provide necessary information or cooperation in breach of CustomerService Recipient’s obligations in this Section 2.82.7.

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. During the Agreement Term, Customer Parent shall, upon request by Supplierthe Company, (ia) provide Supplier the Company or any other relevant Supplier Service Provider Party with all information within the control of (or reasonably available to) Customer Parent which is reasonably necessary to perform any Contract Manufacturing ServicesTransition Distribution Activities; provided, that, Customer Parent shall not be required to disclose any information to the extent disclosure to the applicable Supplier Service Provider Party is not permitted or advisable under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent Customer 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 Supplier the Company or any other relevant Supplier Service Provider Party to the extent reasonably necessary for the performance of the Contract Manufacturing ServicesTransition Distribution Activities; provided, that, in the case of (ia), Customer Service Recipient shall not incur any additional out-of-pocket costs or expenses or fees in connection with such actions. If disclosed by CustomerParent, such information any Confidential Information shall be subject to Section 6.17. Supplier The Company and other relevant Supplier Service Provider Party shall not be liable for any breach of this Agreement to the extent caused by CustomerParent’s failure to provide necessary information or cooperation in breach of CustomerParent’s obligations in this Section 2.82.7.

Appears in 2 contracts

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

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