Common use of Privileged Information Clause in Contracts

Privileged Information. (a) Each Party hereto acknowledges that (i) each GAMCO Company and each TETON Company has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims or other legal matters have been or may be asserted by or against, other otherwise affect, each of both of GAMCO or TETON (or the GAMCO Companies or TETON Companies) ("Litigation Matters"); (iii) GAMCO and TETON have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution; and (iv) GAMCO and TETON intend that the transactions contemplated by this Agreement, the Transition Agreement and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO and TETON agrees, on their own behalf and on behalf of the GAMCO Companies and the TETON Companies, respectively, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company or TETON Company, as the case may be, receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that requests disclosure of Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution, the recipient of the notice shall promptly provide to GAMCO, in the case of receipt by a TETON Company, or to TETON, in the case of receipt by a GAMCO Company, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) above, GAMCO and TETON shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article VI: (a) Each Party hereto of GroceryCo (on behalf of itself and the other members of the GroceryCo Group) and SnackCo (on behalf of itself and the other members of the SnackCo Group) acknowledges that that: (i) each GAMCO Company member of the GroceryCo Group and each TETON Company the SnackCo Group has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine doctrine, the common interest and joint defense doctrines or other applicable privileges ("“Privileged Information"”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters have been or may be asserted by or against, other or otherwise affect, each some or all members of both of GAMCO or TETON (the GroceryCo Group or the GAMCO Companies or TETON Companies) SnackCo Group ("“Litigation Matters"”); (iii) GAMCO members of the GroceryCo Group and TETON the SnackCo Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information, Information and in the preservation of the confidential protected status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution; and (iv) GAMCO each of GroceryCo and TETON intend SnackCo (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilegeprivilege or protection afforded Privileged Information. (b) Each of GAMCO GroceryCo and TETON SnackCo agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution other Group or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or Groups prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the GroceryCo Group or TETON Company, as the case may be, SnackCo Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency Governmental Authority or otherwise that requests disclosure of Privileged Information, in each case relating Information belonging to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distributionother Group, the recipient of the notice shall promptly provide to GAMCOSnackCo, in the case of receipt by a TETON Companymember of the GroceryCo Group, or to TETONGroceryCo, in the case of receipt by a GAMCO Companymember of the SnackCo Group, a copy of such notice, the intended response, response and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveArticle VII, GAMCO the members of the GroceryCo Group and TETON members of the SnackCo Group shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)claimed, at the cost and expense of the Party members of the Group claiming such defense defenses to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determinedFinally Determined.

Privileged Information. (a) Each Party hereto acknowledges that (i) each GAMCO Company member of the LGL Group and each TETON Company member of the Mtron Group has or may obtain Information regarding a TETON Company member of the Mtron Group or GAMCO Companythe LGL Group, respectively, or any of its operations, employees, assets or Liabilitiesliabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("“Privileged Information"”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims claims, or other legal matters have been or may be asserted by or against, other or otherwise affect, each of both of GAMCO or TETON LGL and/or Mtron (or the GAMCO Companies or TETON CompaniesLGL Group and/or the Mtron Group) ("“Litigation Matters"”); (iii) GAMCO LGL and TETON Mtron have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to to, as applicable, the GAMCO AssetsLGL Group and its business, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities assets and liabilities or the TETON AssetsMtron Group and its business, TETON Businesses, TETON Companies or TETON Liabilities assets and liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies LGL Group and the TETON Companies Mtron Group on or prior to the time of the Distribution; and (iv) GAMCO LGL and TETON Mtron intend that the transactions contemplated by this Agreement, the Transition Administrative Agreement and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO LGL and TETON Mtron agrees, on their its own behalf and on behalf of the GAMCO Companies LGL Group and the TETON CompaniesMtron Group, respectively, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to to, as applicable, the GAMCO AssetsLGL Group and its businesses, GAMCO Businessesassets and liabilities, GAMCO Companies or GAMCO Liabilities or the TETON AssetsMtron Group and its businesses, TETON Businesses, TETON Companies or TETON Liabilities assets and liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies LGL Group and the TETON Companies Mtron Group on or prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment indictment, or similar action; provided, however, that GAMCO LGL and TETON Mtron may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCOLGL, solely to the GAMCO AssetsLGL Group and its businesses, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities assets and liabilities as each existed prior to the time of the Distribution, or in the case of TETONMtron, solely to the TETON AssetsMtron Group and its businesses, TETON Businesses, TETON Companies or TETON Liabilities assets and liabilities as each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the LGL Group or TETON Companythe Mtron Group, as the case may be, receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that requests disclosure of Privileged Information, in each case relating to the GAMCO AssetsLGL Group and its businesses, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities assets and liabilities or the TETON AssetsMtron Group and its businesses, TETON Businesses, TETON Companies or TETON Liabilities assets and liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies LGL Group and the TETON Companies Mtron Group on or prior to the time of the Distribution, the recipient of the notice shall promptly provide to GAMCOLGL, in the case of receipt by a TETON Companymember of the Mtron Group, or to TETONMtron, in the case of receipt by a GAMCO Companymember of the LGL Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveresolved, GAMCO LGL and TETON Mtron shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determined.

Privileged Information. (a) Each Party hereto acknowledges that (i) each GAMCO Company and each TETON Company has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any Notwithstanding the further provisions of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims or other legal matters have been or may be asserted by or against, other otherwise affectthis Section 4.7, each of both of GAMCO or TETON (or the GAMCO Companies or TETON Companies) ("Litigation Matters"); (iii) GAMCO and TETON have a common legal interest in Litigation Mattersparties agrees, in the Privileged Informationfor itself and, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assetsfullest extent permitted by Applicable Law, GAMCO Businessesfor the other members of its Group, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or that legal services rendered prior to the time of the Distribution; and (iv) GAMCO and TETON intend that Distribution Time with respect to the transactions contemplated by this Agreement, the Transition Agreement and any transfer of Privileged Information in connection herewith or therewith the other Distribution Documents were rendered to both the SWBI Group and the AOUT Group and both the SWBI Group and the AOUT Group shall not operate as a waiver be considered the client with respect to such legal services for the purposes of any potentially applicable privilegePrivilege relating to such legal services. (b) Each of GAMCO and TETON the parties agrees, on their own behalf for itself and, to the fullest extent permitted by Applicable Law, for the other members of its Group, (i) that all documents or other information subject to any Privilege (“Privileged Information”) of any member of either Group shall survive the assignment, contribution, conveyance, transfer, delivery, and on behalf acceptance of the GAMCO Companies AOUT Assets and the TETON CompaniesSWBI Assets, respectively, not and the assignment, contribution, conveyance, transfer, delivery, and assumption of the AOUT Liabilities and the SWBI Liabilities, respectively, pursuant to disclose Article 2, and (ii) to use commercially reasonable efforts to protect and maintain any Privileged Information in a manner that prevents any Privilege from being waived or otherwise waive any privilege attaching in a manner that would adversely affect the protection of such Privilege. (c) Each of the parties agrees, for itself and, to the fullest extent permitted by Applicable Law, for the other members of its Group, that (i) any Privileged Information relating to the GAMCO SWBI Assets, GAMCO Businessesthe SWBI Assumed Liabilities, GAMCO Companies or GAMCO Liabilities the SWBI Assumed Actions, or the TETON Firearm Business shall belong to SWBI or the relevant SWBI Designee and any right to control, assert, and/or waive any Privilege relating thereto shall be controlled by SWBI or the relevant SWBI Designee, (ii) any Privileged Information relating to the AOUT Assets, TETON Businessesthe AOUT Assumed Liabilities, TETON Companies the AOUT Assumed Actions, or TETON Liabilities as the Outdoor Products and Accessories Business shall belong to AOUT or the relevant AOUT Designee and any right to control, assert, and/or waive any Privilege relating thereto shall be controlled AOUT or the relevant AOUT Designee, (iii) it would be impracticable to remove or they existed at segregate any Privileged Information relating to the time SWBI Assets, the SWBI Assumed Liabilities, the SWBI Assumed Actions, or the Firearm Business, and therefore the failure of any member of the Distribution AOUT Group to remove or segregate any Privileged Information relating to the SWBI Assets, the SWBI Assumed Liabilities, or arising in connection with the relationship between Firearm Business shall, to the constituent elements fullest extent permitted by Applicable Law, not constitute a waiver of any such Privilege, and (iv) it would be impracticable to remove or segregate any Privileged Information relating to the AOUT Assets, the AOUT Assumed Liabilities, the AOUT Assumed Actions, or the Outdoor Products and Accessories Business, and therefore the failure of any member the SWBI Group to remove or segregate any Privileged Information relating to the AOUT Assets, the AOUT Assumed Liabilities, the AOUT Assumed Actions, or the Outdoor Products and Accessories Business shall, to the fullest extent permitted by Applicable Law, not constitute a waiver of any such Privilege. (d) Upon the receipt by any member of the GAMCO Companies and AOUT Group of any subpoena, discovery request or other request, that may reasonably be expected to require the TETON Companies on production or prior disclosure of Privileged Information relating to the time SWBI Assets, the SWBI Assumed Liabilities, the SWBI Assumed Actions, or the Firearm Business, AOUT shall promptly notify SWBI of the Distributionsubpoena, without providing prompt written notice discovery request, or other request and shall provide SWBI a reasonable opportunity to review such subpoena, discovery request, or other request and obtaining the prior written consent to assert any Privilege or right any member of the other, which consent shall not be unreasonably withheld, conditioned SWBI Group may have to prevent the disclosure of such Privileged Information or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON may make disclosure or waiver preserve any Privilege with respect to such Privileged Information. Upon the receipt by any member of the SWBI Group of any subpoena, discovery request, or other request that may reasonably be expected to require the production or disclosure of Privileged Information if relating to the AOUT Assets, the AOUT Assumed Liabilities, the AOUT Assumed Actions, or the Outdoor Products and Accessories Business, SWBI shall promptly notify AOUT of the subpoena, discovery request, or other request and shall provide AOUT with a reasonable opportunity to review such subpoena, discovery request, or other request and to assert any Privilege or right any member of the AOUT Group may have to prevent the disclosure of such Privileged Information related, in the case of GAMCO, solely or to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior preserve any Privilege with respect to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company or TETON Company, as the case may be, receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that requests disclosure of Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution, the recipient of the notice shall promptly provide to GAMCO, in the case of receipt by a TETON Company, or to TETON, in the case of receipt by a GAMCO Company, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) above, GAMCO and TETON shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article VI: (a) Each Party party hereto acknowledges that (i) each GAMCO Company Sun and each TETON Company the Sabra Group on the one hand, and the New Sun Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets or LiabilitiesLiabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("“Privileged Information"”); (ii) there are a number of actual, threatened or future litigationlitigations, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Sabra and New Sun (or the GAMCO Companies or TETON Companiesmembers of either Group) ("“Litigation Matters"”); (iii) GAMCO Sabra and TETON New Sun have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Real Estate Business or the TETON AssetsHealthcare Business or any former businesses, TETON Businesses, TETON Companies the assets or TETON the Liabilities of each party as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with from the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv) GAMCO Sabra and TETON New Sun intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Sun, Sabra and TETON New Sun agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Real Estate Business or the TETON Assets, TETON Businesses, TETON Companies Healthcare Business or TETON any former businesses or assets or Liabilities as it or they existed at the time of the Distribution either party or relating to or arising in connection with from the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or debarment or similar action; provided, however, that GAMCO Sabra and TETON New Sun may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates, in the case of GAMCOSabra, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies Real Estate Business or GAMCO the Sabra Liabilities as each existed prior to the time of the DistributionDistribution Date or, or in the case of TETONNew Sun, solely to the TETON AssetsHealthcare Business, TETON Businessesor the New Sun Liabilities, TETON Companies or TETON Liabilities as each existed prior to the time Distribution Date. In the event of a disagreement between any member of the Distribution. The Parties will use commercially reasonable efforts Sabra Group and any member of the New Sun Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to limit any (i) a final, nonappealable resolution of such disclosure or waiver disagreement by a court of competent jurisdiction if such requirement to the maximum extent possible and shall seek the execution disclose is part of a confidentiality agreement pending judicial proceeding; or (ii) a final determination by the third party or parties an arbitrator appointed pursuant to which Article X if such disclosure or waiver requirement to disclose is madenot part of a pending judicial proceeding. (c) Upon any GAMCO Company member of the Sabra Group or TETON Company, as any member of the case may be, New Sun Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Real Estate Business or the TETON Assets, TETON Businesses, TETON Companies or TETON Sabra Liabilities as it or they existed at (in the time case of the New Sun Group) or the Healthcare Business, or the New Sun Liabilities (in the case of the Sabra Group), as they or it existed prior to the Distribution Date or relating to or arising in connection with from the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOSabra, in the case of receipt by a TETON Companymember of the New Sun Group, or to TETONNew Sun, in the case of receipt by a GAMCO Companymember of the Sabra Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO Sabra and TETON New Sun shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)Group, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in the Distribution Agreement and the Ancillary Agreements: (a) Each Party party hereto acknowledges that (i) each GAMCO Company of the Merck Group on the one hand, and each TETON Company the Medco Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets or Liabilitiesliabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) there are a number of actual, threatened or future litigationlitigations, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Merck and Medco (or the GAMCO Companies or TETON Companiesmembers of either Group) ("Litigation Matters"); (iii) GAMCO Merck and TETON Medco have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Merck Business or the TETON Assets, TETON Businesses, TETON Companies Medco Business or TETON Liabilities any former businesses or the assets or liabilities of each party as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv) GAMCO Merck and TETON Medco intend that the transactions contemplated by this Agreement, the Transition Agreement Related Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Merck and TETON Medco agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Merck Business or the TETON Assets, TETON Businesses, TETON Companies Medco Business or TETON Liabilities any former businesses or the assets or liabilities of either party as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON Merck may make such disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, relates solely to the GAMCO AssetsMerck Business, GAMCO Businessesits former businesses (other than the Medco Business), GAMCO Companies its assets or GAMCO Liabilities as each existed prior to the time liabilities (other than assets or liabilities of the DistributionMedco Business), and Medco may make such disclosure or in the case of TETON, waiver with respect to Privileged Information if such Privileged Information relates solely to the TETON AssetsMedco Business, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time assets or liabilities exclusively of the DistributionMedco Business. The Parties parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the Merck Group or TETON Company, as any member of the case may be, Medco Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency any Governmental Authority or otherwise that which requests disclosure of Privileged Information, in each the case of the Medco Group, relating to the GAMCO AssetsMerck Business, GAMCO Businessesits former businesses (other than the Medco Business), GAMCO Companies its assets or GAMCO Liabilities liabilities (other than assets or liabilities of the TETON AssetsMedco Business), TETON Businessesor, TETON Companies in the case of the Merck Group, relating to the Medco Business, or TETON Liabilities assets or liabilities exclusively of the Medco Business, as it or they existed at the time of prior to the Distribution or Date or, in either case, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOMerck, in the case of receipt by a TETON Companymember of the Medco Group, or to TETONMedco, in the case of receipt by a GAMCO Companymember of the Merck Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveArticle III, GAMCO Merck and TETON Medco shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)Group, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.

Privileged Information. (a) Each Party hereto acknowledges that (i) each GAMCO LICT Company and each TETON SPINCO Company has or may obtain Information regarding a TETON an SPINCO Company or GAMCO LICT Company, respectively, or any of its operations, employees, assets Assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("“Privileged Information"”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims claims, or other legal matters have been or may be asserted by or against, other or otherwise affect, each of both of GAMCO or TETON LICT and/or SPINCO (or the GAMCO Companies or TETON Companiesan LICT Company and/or an SPINCO Company) ("“Litigation Matters"”); (iii) GAMCO LICT and TETON SPINCO have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO LICT Assets, GAMCO LICT Businesses, GAMCO LICT Companies or GAMCO Liabilities LICT Liabilities, or the TETON SPINCO Assets, TETON SPINCO Businesses, TETON Companies the SPINCO Companies, or TETON the SPINCO Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO LICT Companies and the TETON SPINCO Companies on or prior to the time of the Distribution; and (iv) GAMCO LICT and TETON SPINCO intend that the transactions contemplated by this Agreement, the Transition Agreement Transitional Services Agreement, dated of even date herewith, between LICT and SPINCO, and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO LICT and TETON SPINCO agrees, on their its own behalf and on behalf of the GAMCO LICT Companies and the TETON SPINCO Companies, respectively, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO LICT Assets, GAMCO LICT Businesses, GAMCO LICT Companies or GAMCO Liabilities LICT Liabilities, or the TETON SPINCO Assets, TETON SPINCO Businesses, TETON SPINCO Companies or TETON SPINCO Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO LICT Companies and the TETON SPINCO Companies on or prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment indictment, or similar action; provided, however, that GAMCO LICT and TETON SPINCO may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCOLICT, solely to the GAMCO LICT Assets, GAMCO LICT Businesses, GAMCO Companies LICT Companies, or GAMCO LICT Liabilities as each existed prior to the time of the Distribution, or in the case of TETONSPINCO, solely to the TETON SPINCO Assets, TETON SPINCO Businesses, TETON Companies SPINCO Companies, or TETON SPINCO Liabilities as each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO LICT Company or TETON SPINCO Company, as the case may be, receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that requests disclosure of Privileged Information, in each case relating to the GAMCO LICT Assets, GAMCO LICT Businesses, GAMCO Companies LICT Companies, or GAMCO LICT Liabilities or the TETON SPINCO Assets, TETON SPINCO Businesses, TETON Companies SPINCO Companies, or TETON SPINCO Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO LICT Companies and the TETON SPINCO Companies on or prior to the time of the Distribution, the recipient of the notice shall promptly provide to GAMCOLICT, in the case of receipt by a TETON an SPINCO Company, or to TETONSPINCO, in the case of receipt by a GAMCO an LICT Company, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveresolved, GAMCO LICT and TETON SPINCO shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article VI: (a) Each Party hereto of New Hertz Holdings (on behalf of itself and the other members of the Hertz Group) and HERC Holdings (on behalf of itself and the other members of the HERC Holdings Group) acknowledges that that: (i) each GAMCO Company member of the Hertz Group and each TETON Company the HERC Holdings Group has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine doctrine, the common interest and joint defense doctrines or other applicable privileges ("“Privileged Information"”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters have been or may be asserted by or against, other or otherwise affect, each some or all members of both of GAMCO or TETON (the Hertz Group or the GAMCO Companies or TETON Companies) HERC Holdings Group ("“Litigation Matters"”); (iii) GAMCO members of the Hertz Group and TETON the HERC Holdings Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information, Information and in the preservation of the confidential protected status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution; and (iv) GAMCO each of New Hertz Holdings and TETON intend HERC Holdings (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilegeprivilege or protection afforded Privileged Information. (b) Each of GAMCO New Hertz Holdings and TETON HERC Holdings agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution other Group or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or Groups prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which such consent shall not to be unreasonably withheld, conditioned withheld or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is madedelayed. (c) Upon any GAMCO Company member of the Hertz Group or TETON Company, as the case may be, HERC Holdings Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency Governmental Authority or otherwise that requests disclosure of Privileged Information, in each case relating Information belonging to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distributionother Group, the recipient of the notice shall promptly provide to GAMCOHERC Holdings, in the case of receipt by a TETON Companymember of the Hertz Group, or to TETONNew Hertz Holdings, in the case of receipt by a GAMCO Companymember of the HERC Holdings Group, a copy of such notice, the intended response, response and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveArticle VII, GAMCO the members of the Hertz Group and TETON members of the HERC Holdings Group shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)claimed, at the cost and expense of the Party members of the Group claiming such defense defenses to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determinedFinally Determined.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VI: (a) Each Party hereto of TimkenSteel (on behalf of itself and the other TimkenSteel Entities) and Timken (on behalf of itself and the other Bearings Entities) acknowledges that that: (i) each GAMCO Company member of the TimkenSteel Group and each TETON Company the Bearings Group has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine doctrine, the common interest and joint defense doctrines or other applicable privileges ("“Privileged Information"”); ; (ii) actual, threatened or future litigation, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters have been or may be asserted by or against, other or otherwise affect, each some or all members of both of GAMCO or TETON (the TimkenSteel Group or the GAMCO Companies or TETON Companies) Bearings Group ("“Litigation Matters"”); ; (iii) GAMCO members of the TimkenSteel Group and TETON the Bearings Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information, Information and in the preservation of the confidential protected status of the Privileged Information; and (iv) each of TimkenSteel and Timken (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of any applicable privilege or protection afforded Privileged Information. (b) Each of TimkenSteel and Timken agrees, in on behalf of itself and each case member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution other Group or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or Groups prior to the time of the Distribution; and (iv) GAMCO and TETON intend that the transactions contemplated by this Agreement, the Transition Agreement and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO and TETON agrees, on their own behalf and on behalf of the GAMCO Companies and the TETON Companies, respectively, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the TimkenSteel Group or TETON Company, as the case may be, Bearings Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise Governmental Authority that requests disclosure of Privileged Information, in each case relating Information belonging to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distributionother Group, the recipient of the notice shall will promptly provide to GAMCOTimken, in the case of receipt by a TETON Companymember of the TimkenSteel Group, or to TETONTimkenSteel, in the case of receipt by a GAMCO Companymember of the Bearings Group, a copy of such notice, the intended response, response and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveArticle VII, GAMCO the members of the TimkenSteel Group and TETON shall the Bearings Entities will cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)claimed, at the cost and expense of the Party members of the Group claiming such defense defenses to disclosure, and shall will not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determinedFinally Determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article V: (a) Each Party party hereto acknowledges that (i1) each GAMCO Company of the Altria Group on the one hand, and each TETON Company the Kraft Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets or Liabilitiesliabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("“Privileged Information"”); (ii2) actual, threatened or future litigation, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Altria and Kraft (or the GAMCO Companies or TETON Companiesmembers of either Group) ("“Litigation Matters"”); (iii3) GAMCO Altria and TETON Kraft have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Altria Business or the TETON AssetsKraft Business or any former businesses, TETON Businesses, TETON Companies the assets or TETON Liabilities the liabilities of each party as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv4) GAMCO Altria and TETON Kraft intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Other Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Altria and TETON Kraft agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Altria Business or the TETON Assets, TETON Businesses, TETON Companies Kraft Business or TETON Liabilities any former businesses or assets or liabilities of either party as they or it or they existed at the time of prior to the Distribution Date, respectively, or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO Altria and TETON Kraft may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates, in the case of GAMCOAltria, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies Altria Business or GAMCO Liabilities its former businesses (other than the Kraft Business) as each existed prior to the time of the DistributionDistribution Date or, or in the case of TETONKraft, solely to the TETON AssetsKraft Business, TETON Businesses, TETON Companies or TETON Liabilities each as it existed prior to the time of the DistributionDistribution Date. The Parties parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the Altria Group or TETON Company, as any member of the case may be, Kraft Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies Altria Business or GAMCO Liabilities its former businesses (other than the Kraft Business) (in the case of the Kraft Group) or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at Kraft Business (in the time case of the Altria Group), as they or it existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOAltria, in the case of receipt by a TETON Companymember of the Kraft Group, or to TETONKraft, in the case of receipt by a GAMCO Companymember of the Altria Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO Altria and TETON Kraft shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)Group, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article V: (a) Each Party party hereto acknowledges that that: (i1) each GAMCO Company member of the Altria Group, the PMI Group and each TETON Company the PM USA Group has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine doctrine, the common interest and joint defense doctrines or other applicable privileges ("“Privileged Information"”); (ii2) actual, threatened or future litigation, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters have been or may be asserted by or against, other or otherwise affect, each some or all members of both of GAMCO or TETON (the Altria Group, the PMI Group or the GAMCO Companies or TETON Companies) PM USA Group ("“Litigation Matters"”); (iii3) GAMCO members of the Altria Group, the PMI Group and TETON the PM USA Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution; and (iv4) GAMCO Altria and TETON PMI intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Other Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilegeprivilege or protection afforded Privileged Information. (b) Each of GAMCO Altria and TETON PMI agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution other Group or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO and TETON may make disclosure or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the Altria Group, the PM USA Group or TETON Company, as the case may be, PMI Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency Governmental Authority or otherwise that requests disclosure of Privileged Information, in each case relating Information belonging to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time a member of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distributionanother Group, the recipient of the notice shall promptly provide to GAMCOAltria or PM USA, in the case of receipt by a TETON Companymember of the PMI Group, or to TETONPMI, in the case of receipt by a GAMCO Companymember of the Altria Group or the PM USA Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO the Altria Group, the PM USA Group and TETON the PMI Group shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)claimed, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.

Privileged Information. (a) Each Party hereto acknowledges that that: (i) each GAMCO Company of Emmis and each TETON Company Mediaco (and the members of the Emmis Group and the Mediaco Group, respectively) has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims or other legal matters have been there are or may be asserted by a number of Litigation Matters affecting each or against, other otherwise affect, each of both of GAMCO or TETON (or the GAMCO Companies or TETON Companies) ("Litigation Matters")Emmis and Mediaco; (iii) GAMCO both Emmis and TETON Mediaco have a common legal interest in Litigation Matters, in the Privileged Information, Information and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assetspre-Distribution Mediaco Business or Emmis Business or, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or in the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Mediaco Group, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Emmis and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date; and (iv) GAMCO both Emmis and TETON Mediaco intend that the transactions contemplated by this Agreement, hereby and the Transition Agreement other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Emmis and TETON Mediaco agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assetspre-Distribution Mediaco Business or Emmis Business, GAMCO Businessesas applicable, GAMCO Companies or GAMCO Liabilities or or, in the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Mediaco Group, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Emmis and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date, without providing prompt written notice to and obtaining the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or debarment or similar action; provided, however, that GAMCO Mediaco and TETON Emmis shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates solely to the pre-Distribution Mediaco Business or Emmis Business, respectively. In the event of a disagreement between any member of the Emmis Group and any member of the Mediaco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities disclosure required by Law and so certified as each existed prior to the time of the Distribution, or provided in the case first sentence of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is madethis paragraph. (c) Upon any GAMCO Company member of the Emmis Group or TETON Company, as any member of the case may be, Mediaco Group receiving any subpoena or other compulsory disclosure notice from a court, court or other governmental agency or otherwise that Governmental Authority which requests disclosure of Privileged Information, in each case relating to pre-Distribution Mediaco Business or Emmis Business, as applicable, or, in the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Mediaco Group, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Emmis and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section 10.2) as promptly as practicable provide to GAMCO, in the case of receipt by a TETON Company, or to TETON, in other Group (following the case of receipt by a GAMCO Company, notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) aboveof this Section 10.2, GAMCO and TETON the Parties shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosureParty’s Group, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined, except as otherwise required by a court order requiring such disclosure. (d) Notwithstanding anything to the contrary herein, this Section 10.2 shall not apply to Information referred to in clauses (i) and (ii) of Section 10.1(c).

Privileged Information. (a) Each Party party hereto acknowledges that that: (i) each GAMCO Company of Transferor and each TETON Company Issuer (and their respective Subsidiaries) has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims or other legal matters have been there are or may be asserted by a number of Litigation Matters affecting each or against, other otherwise affect, each of both of GAMCO or TETON Transferor and Issuer (or the GAMCO Companies or TETON Companies) ("Litigation Matters"and their respective Subsidiaries); (iii) GAMCO both Transferor and TETON Issuer have a common legal interest in Litigation Matters, in the Privileged Information, Information and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assetspre-Closing Transferred Business or Transferor Business or, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or in the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Transferred Business, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Transferor and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date; and (iv) GAMCO both Transferor and TETON Issuer intend that the transactions contemplated by this Agreement, the Transition Agreement Transactions and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Transferor and TETON Issuer agrees, on their own behalf and on behalf of the GAMCO Companies itself and the TETON Companies, respectivelyeach of its Subsidiaries, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assetspre-Closing Transferred Business or Transferor Business, GAMCO Businessesas applicable, GAMCO Companies or GAMCO Liabilities or or, in the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Transferred Business, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Transferor and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date, without providing prompt written notice to and obtaining the prior written consent of the otherother party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspensionsanctions, debarment, criminal indictment suspension or debarment or similar action; provided, however, provided that GAMCO Transferor and TETON Issuer shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates solely to the pre-Closing Transferor Business or Transferred Business, respectively. In the event of a disagreement between Transferor and Issuer concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities disclosure required by Law and so certified as each existed prior to the time of the Distribution, or provided in the case first sentence of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is madethis paragraph. (c) Upon Transferor, Issuer or any GAMCO Company or TETON Company, as the case may be, of their respective Subsidiaries receiving any subpoena or other compulsory disclosure notice from a court, court or other governmental agency or otherwise that Governmental Authority which requests disclosure of Privileged Information, in each case relating to pre-Closing Transferor Business or Transferred Business, as applicable, or, in the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Transferred Business, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Transferor and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under Section 6.2(b)) as promptly as practicable provide to GAMCO, in the case of receipt by a TETON Company, or to TETON, in other party (following the case of receipt by a GAMCO Company, notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) party that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) aboveSection 6.2(b), GAMCO and TETON the parties hereto shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosureparty, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined, except as otherwise required by a court order requiring such disclosure.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article VI: (a) Each Party party hereto acknowledges that (i1) each GAMCO Company of the Monsanto Group on the one hand, and each TETON Company the Chemicals Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets Assets or LiabilitiesLiabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii2) there are a number of actual, threatened or future litigationlitigations, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Monsanto and Chemicals (or the GAMCO Companies or TETON Companiesmembers of either Group) ("Litigation Matters"); (iii3) GAMCO Monsanto and TETON Chemicals have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Monsanto Business or the TETON AssetsChemicals Business or any former businesses, TETON Businesses, TETON Companies the Assets or TETON the Liabilities of each party or the Joint Ownership Properties or the P4 Business as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv4) GAMCO Monsanto and TETON Chemicals intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Other Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Monsanto and TETON Chemicals agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Monsanto Business or the TETON Assets, TETON Businesses, TETON Companies Chemicals Business or TETON any former businesses or Assets or Liabilities of either party or the Joint Ownership Properties or the P4 Business as they or it or they existed at the time of prior to the Distribution Date, respectively, or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or similar action; provided, however, that GAMCO and TETON may make disclosure debarment or waiver with respect to Privileged Information if such Privileged Information related, in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities as each existed prior to the time of the Distribution, or in the case of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made.similar (c) Upon any GAMCO Company member of the Monsanto Group or TETON Company, as any member of the case may be, Chemicals Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO AssetsMonsanto Business, GAMCO Businesses, GAMCO Companies its former businesses (other than the Chemicals Business or GAMCO Liabilities Former Chemicals Business or the TETON AssetsP4 Business), TETON Businesses, TETON Companies the Monsanto Assets or TETON the Monsanto Liabilities as it or they existed at (in the time case of the Chemical Group) or the Chemicals Business, Former Chemicals Business, the Chemicals Assets or the Chemicals Liabilities (in the case of the Monsanto Group) or the Joint Ownership Properties or the P4 Business (in the case of either Group), as they or it existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOMonsanto, in the case of receipt by a TETON Companymember of the Chemicals Group, or to TETONChemicals, in the case of receipt by a GAMCO Companymember of the Monsanto Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO and TETON shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determined.Monsanto

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article V: (a) Each Party party hereto acknowledges that (i) each GAMCO Company of the Vencor Group on the one hand, and each TETON Company the Healthcare Companq Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets or LiabilitiesLiabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged ---------- Information"); (ii) there are a number of actual, threatened or future litigation----------- litigations, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Vencor and Healthcare Company (or the GAMCO Companies or TETON Companiesmembers of either Group) ("Litigation Matters"); (iii) GAMCO Vencor and TETON Healthcare Company ------------------ have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Real Estate Business or the TETON AssetsHealthcare Business or any former businesses, TETON Businesses, TETON Companies the assets or TETON the Liabilities of each parry as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv) GAMCO Vencor and TETON Healthcare Company intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Vencor and TETON Healthcare Company agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Real Estate Business or the TETON Assets, TETON Businesses, TETON Companies Healthcare Business or TETON any former businesses or assets or Liabilities as it or they existed at the time of the Distribution either party or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or debarment or similar action; provided, however, that GAMCO Vencor and TETON Healthcare Company may make such ----------------- disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates, in the case of GAMCOVencor, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies Real Estate Business or GAMCO the Vencor Liabilities as each existed prior to the time of the DistributionDistribution Date or, or in the case of TETONHealthcare Company, solely to the TETON AssetsHealthcare Business, TETON Businessesits former businesses (other than the Real Estate Business) or the Healthcare Company Liabilities, TETON Companies or TETON Liabilities as each existed prior to the time Distribution Date. In the event of a disagreement between any member of the Distribution. The Parties will use commercially reasonable efforts Vencor Group and any member of the Healthcare Company Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to limit any (i) a final, nonappealable resolution of such disclosure or waiver disagreement by a court of competent jurisdiction if such requirement to the maximum extent possible and shall seek the execution disclose is part of a confidentiality agreement pending judicial proceeding; or (ii) a final determination by the third party or parties an arbitrator appointed pursuant to which Article VI if such disclosure or waiver requirement to disclose is madenot part of a pending judicial proceeding. (c) Upon any GAMCO member of the Vencor Group or any member of the Healthcare Company or TETON Company, as the case may be, Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Real Estate Business or the TETON Assets, TETON Businesses, TETON Companies or TETON Vencor Liabilities as it or they existed at (in the time case of the Healthcare Company Group) or the Healthcare Business, its former businesses (other than the Real Estate Business) or the Healthcare Company Liabilities (in the case of the Vencor Group), as they or it existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOVencor, in the case of receipt by a TETON Companymember of the Healthcare Company Group, or to TETONHealthcare Company, in the case of receipt by a GAMCO Companymember of the Vencor Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosuredasclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO Vencor and TETON Healthcare Company shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)Group, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.

Privileged Information. (a) Each Party hereto acknowledges that that: (i) each GAMCO Company of Emmis and each TETON Company Mediaco (and the members of the Emmis Group and the Mediaco Group, respectively) has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims or other legal matters have been there are or may be asserted by a number of Litigation Matters affecting each or against, other otherwise affect, each of both of GAMCO or TETON (or the GAMCO Companies or TETON Companies) ("Litigation Matters")Emmis and Mediaco; (iii) GAMCO both Emmis and TETON Mediaco have a common legal interest in Litigation Matters, in the Privileged Information, Information and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assetspre-Distribution Mediaco Business or Emmis Business or, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or in the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Mediaco Group, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Emmis and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date; and (iv) GAMCO both Emmis and TETON Mediaco intend that the transactions contemplated by this Agreement, hereby and the Transition Agreement other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Emmis and TETON Mediaco agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assetspre-Distribution Mediaco Business or Emmis Business, GAMCO Businessesas applicable, GAMCO Companies or GAMCO Liabilities or or, in the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Mediaco Group, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Emmis and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date, without providing prompt written notice to and obtaining the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or debarment or similar action; provided, however, that GAMCO Mediaco and TETON Emmis shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates solely to the pre-Distribution Mediaco Business or Emmis Business, respectively. In the event of a disagreement between any member of the Emmis Group and any member of the Mediaco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of GAMCO, solely to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities disclosure required by Law and so certified as each existed prior to the time of the Distribution, or provided in the case first sentence of TETON, solely to the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is madethis paragraph. (c) Upon any GAMCO Company member of the Emmis Group or TETON Company, as any member of the case may be, Mediaco Group receiving any subpoena or other compulsory disclosure notice from a court, court or other governmental agency or otherwise that Governmental Authority which requests disclosure of Privileged Information, in each case relating to pre-Distribution Mediaco Business or Emmis Business, as applicable, or, in the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time case of the Distribution or Mediaco Group, relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies among Emmis and the TETON Companies its Subsidiaries on or prior to the time of the DistributionClosing Date, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section 10.2(c)) as promptly as practicable provide to GAMCO, in the case of receipt by a TETON Company, or to TETON, in other Group (following the case of receipt by a GAMCO Company, notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) aboveof this Section 10.2(c), GAMCO and TETON the Parties shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosureParty’s Group, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined, except as otherwise required by a court order requiring such disclosure. (d) Notwithstanding anything to the contrary herein, this Section 10.2 shall not apply to Information referred to in clauses (i) and (ii) of Section 10.1(c).

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article VI: (a) Each Party party hereto acknowledges that (i1) each GAMCO Company of the Monsanto Group on the one hand, and each TETON Company the Chemicals Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets Assets or LiabilitiesLiabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii2) there are a number of actual, threatened or future litigationlitigations, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Monsanto and Chemicals (or the GAMCO Companies or TETON Companiesmembers of either Group) ("Litigation Matters"); (iii3) GAMCO Monsanto and TETON Chemicals have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the -28- 29 confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Monsanto Business or the TETON AssetsChemicals Business or any former businesses, TETON Businesses, TETON Companies the Assets or TETON the Liabilities of each party or the Joint Ownership Properties or the P4 Business as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv4) GAMCO Monsanto and TETON Chemicals intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Other Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Monsanto and TETON Chemicals agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Monsanto Business or the TETON Assets, TETON Businesses, TETON Companies Chemicals Business or TETON any former businesses or Assets or Liabilities of either party or the Joint Ownership Properties or the P4 Business as they or it or they existed at the time of prior to the Distribution Date, respectively, or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or debarment or similar action; provided, however, that GAMCO Monsanto and TETON Chemicals may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates, in the case of GAMCOMonsanto, solely to the GAMCO AssetsMonsanto Business, GAMCO Businessesits former businesses (other than the Chemicals Business or Former Chemicals Business or the P4 Business), GAMCO Companies the Monsanto Assets or GAMCO the Monsanto Liabilities as each existed prior to the time of the DistributionDistribution Date or, or in the case of TETONChemicals, solely to the TETON AssetsChemicals Business, TETON Businessesthe Former Chemicals Business, TETON Companies the Chemicals Assets or TETON Liabilities the Chemicals Liabilities, as each existed prior to the time Distribution Date. In the event of a disagreement between any member of the Distribution. The Parties will use commercially reasonable efforts Monsanto Group and any member of the Chemicals Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to limit any (i) a final, nonappealable resolution of such disclosure or waiver disagreement by a court of competent jurisdiction if such requirement to the maximum extent possible and shall seek the execution disclose is part of a confidentiality agreement pending judicial proceeding; or (ii) a final determination by the third party or parties an arbitrator appointed pursuant to which Article VII if such disclosure or waiver requirement to disclose is madenot part of a pending judicial proceeding. (c) Upon any GAMCO Company member of the Monsanto Group or TETON Company, as any member of the case may be, Chemicals Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO AssetsMonsanto Business, GAMCO Businesses, GAMCO Companies its former businesses (other than the Chemicals Business or GAMCO Liabilities Former Chemicals Business or the TETON AssetsP4 Business), TETON Businesses, TETON Companies the Monsanto Assets or TETON the Monsanto Liabilities as it or they existed at (in the time case of the Chemical Group) or the Chemicals Business, Former Chemicals Business, the Chemicals Assets or the Chemicals Liabilities (in the case of the Monsanto Group) or the Joint Ownership Properties or the P4 Business (in the case of either Group), as they or it existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOMonsanto, in the case of receipt by a TETON Companymember of the Chemicals Group, or to TETONChemicals, in the case of receipt by a GAMCO Companymember of the Monsanto Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b) above, GAMCO and TETON shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries), at the cost and expense of the Party claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been determined.the

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article VI: (a) Each Party party hereto acknowledges that (i1) each GAMCO Company of the Monsanto Group on the one hand, and each TETON Company the Chemicals Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets Assets or LiabilitiesLiabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii2) there are a number of actual, threatened or future litigationlitigations, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Monsanto and Chemicals (or the GAMCO Companies or TETON Companiesmembers of either Group) ("Litigation Matters"); (iii3) GAMCO Monsanto and TETON Chemicals have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Monsanto Business or the TETON AssetsChemicals Business or any former businesses, TETON Businesses, TETON Companies the Assets or TETON the Liabilities of each party or the Joint Ownership Properties or the P4 Business as it or they existed at the time of prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date; and (iv4) GAMCO Monsanto and TETON Chemicals intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Other Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Monsanto and TETON Chemicals agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Monsanto Business or the TETON Assets, TETON Businesses, TETON Companies Chemicals Business or TETON any former businesses or Assets or Liabilities of either party or the Joint Ownership Properties or the P4 Business as they or it or they existed at the time of prior to the Distribution Date, respectively, or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment suspension or debarment or similar action; providedPROVIDED, howeverHOWEVER, that GAMCO Monsanto and TETON Chemicals may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates, in the case of GAMCOMonsanto, solely to the GAMCO AssetsMonsanto Business, GAMCO Businessesits former businesses (other than the Chemicals Business or Former Chemicals Business or the P4 Business), GAMCO Companies the Monsanto Assets or GAMCO the Monsanto Liabilities as each existed prior to the time of the DistributionDistribution Date or, or in the case of TETONChemicals, solely to the TETON AssetsChemicals Business, TETON Businessesthe Former Chemicals Business, TETON Companies the Chemicals Assets or TETON Liabilities each existed prior to the time of the Distribution. The Parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made.the (c) Upon any GAMCO Company member of the Monsanto Group or TETON Company, as any member of the case may be, Chemicals Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO AssetsMonsanto Business, GAMCO Businesses, GAMCO Companies its former businesses (other than the Chemicals Business or GAMCO Liabilities Former Chemicals Business or the TETON AssetsP4 Business), TETON Businesses, TETON Companies the Monsanto Assets or TETON the Monsanto Liabilities as it or they existed at (in the time case of the Chemical Group) or the Chemicals Business, Former Chemicals Business, the Chemicals Assets or the Chemicals Liabilities (in the case of the Monsanto Group) or the Joint Ownership Properties or the P4 Business (in the case of either Group), as they or it existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionDistribution Date, the recipient of the notice shall promptly provide to GAMCOMonsanto, in the case of receipt by a TETON Companymember of the Chemicals Group, or to TETONChemicals, in the case of receipt by a GAMCO Companymember of the Monsanto Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO Monsanto and TETON Chemicals shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)Group, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.

Privileged Information. In furtherance of the rights and obligations of the parties set forth in this Article V: (a) Each Party party hereto acknowledges that (i1) each GAMCO Company of the Pharmacia Group on the one hand, and each TETON Company the Monsanto Group on the other hand, has or may obtain Information regarding a TETON Company or GAMCO Company, respectivelymember of the other Group, or any of its operations, employees, assets Assets or LiabilitiesLiabilities (whether in documents or stored in any other form or known to its employees or agents), as applicable, that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii2) there are a number of actual, threatened or future litigation, investigations, proceedings (including arbitrationarbitration proceedings), claims or other legal matters that have been or may be asserted by or against, other or otherwise affect, each of or both of GAMCO or TETON Pharmacia and Monsanto (or the GAMCO Companies or TETON Companiesmembers of either Group) ("Litigation Matters"); (iii3) GAMCO Pharmacia and TETON Monsanto have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Pharmacia Business or the TETON AssetsMonsanto Business or any former businesses, TETON Businesses, TETON Companies the Assets or TETON the Liabilities of each party as it or they existed at prior to the time of the Distribution Separation Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionSeparation Date; and (iv4) GAMCO Pharmacia and TETON Monsanto intend that the transactions contemplated by this Agreement, Agreement and the Transition Agreement Other Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of GAMCO Pharmacia and TETON Monsanto agrees, on their own behalf and on behalf of itself and each member of the GAMCO Companies and the TETON Companies, respectivelyGroup of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities Pharmacia Business or the TETON AssetsMonsanto Business or any former businesses or Assets or Liabilities of either party as they or it existed prior to the Separation Date, TETON Businessesrespectively, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionSeparation Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed withheld and shall not be withheld if the other Party party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal indictment or similar action; provided, however, that GAMCO Pharmacia and TETON Monsanto may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relatedrelates, in the case of GAMCOPharmacia, solely to the GAMCO AssetsPharmacia Business, GAMCO Businessesits former businesses (other than the Monsanto Business or Former Agriculture Business), GAMCO Companies the Pharmacia Assets or GAMCO the Pharmacia Liabilities as each existed prior to the time of the DistributionSeparation Date or, or in the case of TETONMonsanto, solely to the TETON AssetsMonsanto Business, TETON Businessesthe Former Agriculture Business, TETON Companies the Monsanto Assets or TETON Liabilities the Monsanto Liabilities, as each existed prior to the time of the DistributionSeparation Date. The Parties parties will use commercially reasonable efforts to limit any such disclosure or waiver to the maximum extent possible and shall seek the execution of a confidentiality agreement by the third party or parties to which such disclosure or waiver is made. (c) Upon any GAMCO Company member of the Pharmacia Group or TETON Company, as any member of the case may be, Monsanto Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise that which requests disclosure of Privileged Information, in each case relating to the GAMCO AssetsPharmacia Business, GAMCO Businessesits former businesses (other than the Monsanto Business or Former Agriculture Business), GAMCO Companies or GAMCO Liabilities the Pharmacia Assets or the TETON Assets, TETON Businesses, TETON Companies or TETON Pharmacia Liabilities as it or they existed at (in the time case of the Distribution Monsanto Group) or the Monsanto Business, Former Agriculture Business, the Monsanto Assets or the Monsanto Liabilities (in the case of the Pharmacia Group), as they or it existed prior to the Separation Date or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies Groups on or prior to the time of the DistributionSeparation Date, the recipient of the notice shall promptly provide to GAMCOPharmacia, in the case of receipt by a TETON Companymember of the Monsanto Group, or to TETONMonsanto, in the case of receipt by a GAMCO Companymember of the Pharmacia Group, a copy of such notice, the intended response, and all materials or information relating to the other Party (or its Subsidiaries) Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection paragraph (b) above, GAMCO Pharmacia and TETON Monsanto shall cooperate to assert all defenses to disclosure claimed by either Party (or its Subsidiaries)Group, at the cost and expense of the Party Group claiming such defense to disclosure, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege shall have been finally determined.