Common use of Provision of Corporate Records Clause in Contracts

Provision of Corporate Records. Prior to or as promptly as practicable after the Effective Time or from time to time as reasonably requested by the SpinCo Group, the RemainCo Group shall deliver to the SpinCo Group: (a) any corporate books and records of the SpinCo Group and any such books and records that primarily relate to the business of the SpinCo Group, in each case in the possession of the RemainCo Group; (b) originals or copies of those corporate books and records of the RemainCo Group that relate to any aspect of the business of the SpinCo Group; and (c) copies (paper or electronic) of all Insurance Policies of any type covering (i) solely the SpinCo Group or (ii) both the SpinCo Group and the RemainCo Group. From and after the Effective Time, all such books, records and copies (where copies are delivered in lieu of originals), whether or not delivered, shall be the property of the RemainCo Group; provided, however, that all such information contained in such books, records or copies relating to the SpinCo Group shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained therein, in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law. RemainCo, if it so elects, may retain copies of any original books and records delivered to SpinCo; provided, however, that all such information contained in such books, records or copies (whether or not delivered to the SpinCo Group) relating to the SpinCo Group, shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law; provided, however, that RemainCo shall make the original books and records available to the SpinCo Group for inspection by Governmental Authorities or as otherwise required in connection with the defense of any Action.

Provision of Corporate Records. Prior to or as promptly as practicable after the Effective Time or from time to time as reasonably requested by the SpinCo Group, the RemainCo Group shall deliver to the SpinCo Group: (a) any corporate books and records of the SpinCo Group and any such books and records that primarily relate to the business of the SpinCo Group, in each case in the possession of the RemainCo Group; (b) originals or copies of those corporate books and records of the RemainCo Group that relate to any aspect of the business of the SpinCo Group; and (c) copies (paper or electronic) of all Insurance Policies of any type covering (i) solely the SpinCo Group or (ii) both the SpinCo Group and the RemainCo Group. From and after the Effective TimeDistribution Date, all such books, records and copies (where copies are delivered in lieu of originals)) transferred to: (a) New Sun Group, whether or not delivered, shall be the property of the RemainCo New Sun Group; provided, however, that all such information Information contained in such books, records or copies relating to the SpinCo Group shall be subject to Sabra Group, the applicable confidentiality provisions and restricted use provisionsReal Estate Business, if anythe Sabra Liabilities, contained therein, in this Agreement or the Other Ancillary Agreements and any confidentiality restrictions imposed by law. RemainCo, if it so elects, may retain copies of any original books and records delivered to SpinCo; provided, however, that all such information contained in such books, records or copies (whether or not delivered to the SpinCo Group) relating to the SpinCo Group, shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Ancillary Agreements and any confidentiality restrictions imposed by lawApplicable Law. Sabra, if it so elects, may retain copies of any original books and records delivered to New Sun along with those original books and records of the Sabra Group authorized herein to be retained; provided, however, that RemainCo all such Information contained in such books, records or copies (whether or not delivered by the Sabra Group) relating to the New Sun Group, the Healthcare Business, and the New Sun Liabilities shall make be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Ancillary Agreements and any confidentiality restrictions imposed by Applicable Law. (b) Sabra Group, whether or not delivered, shall be the property of the Sabra Group; provided, however, that all such Information contained in such books, records or copies relating to the New Sun Group, the Healthcare Business, the New Sun Liabilities, or the Ancillary Agreements shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Ancillary Agreements and any confidentiality restrictions imposed by Applicable Law. New Sun, if it so elects, may retain copies of any original books and records available delivered to Sabra along with those original books and records of the New Sun Group authorized herein to be retained; provided, however, that all such Information contained in such books, records or copies (whether or not delivered by the New Sun Group) relating to the SpinCo Group for inspection Sabra Group, the Real Estate Business, and the Sabra Liabilities shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Ancillary Agreements and any confidentiality restrictions imposed by Governmental Authorities or as otherwise required in connection with the defense of any ActionApplicable Law.

Provision of Corporate Records. Prior to or as promptly as practicable after the Effective Time Distribution Date or from time to time as reasonably requested by the SpinCo Chemicals Group, the RemainCo Monsanto Group shall deliver to the SpinCo Chemicals Group: (ai) any all corporate books and records of the SpinCo Group and any such books and records that primarily relate to the business of the SpinCo Group, in each case in the possession of the RemainCo Chemicals Group; (bii) originals or copies of those corporate books and records of the RemainCo Monsanto Group that relate primarily relating to any aspect the Chemicals Assets, the Chemicals Liabilities, the Chemicals Business or the Former Chemicals Business; (iii) originals or, at Monsanto's election, copies of all other corporate records and books of the business of Monsanto Group relating to the SpinCo Chemicals Group, Chemicals Assets, the Chemicals Liabilities, the Chemicals Business, the Former Chemicals Business, the Joint Ownership Properties, the P4 Business, or the Other Agreements; including without limitation in each case, all active agreements, active litigation files and government filings; and (civ) copies (paper or electronic) of any and all Insurance Policies of any type covering (i) solely the SpinCo Group or (ii) both the SpinCo Group and the RemainCo GroupPolicies. From and after the Effective TimeDistribution Date, all such books, records and copies (where copies are delivered in lieu of originals), ) whether or not delivered, delivered shall be the property of the RemainCo Chemicals Group; provided, however, that all such information Information contained in such books, records or copies relating to the SpinCo Group shall be subject to Monsanto Group, Monsanto Assets, the applicable confidentiality provisions and restricted use provisionsMonsanto Liabilities, if anythe Monsanto Business, contained thereinthe Joint Ownership Properties, in this Agreement the P4 Business, or the Other Agreements and any confidentiality restrictions imposed by law. RemainCo, if it so elects, may retain copies of any original books and records delivered to SpinCo; provided, however, that all such information contained in such books, records or copies (whether or not delivered to the SpinCo Group) relating to the SpinCo Group, shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law. Monsanto, if it so elects, may retain copies of any original books and records delivered to Chemicals along with those original books and records of the Monsanto Group authorized herein to be retained (excluding books and records to the extent relating to Chemicals Technology as defined in the Intellectual Property Agreements or relating exclusively to Chemicals' use of Shared Know How as defined in the Intellectual Property Agreements in the Chemicals Business or Former Chemicals Business); provided, however, that RemainCo shall make the original books and all such Information contained in such books, records available or copies (whether or not delivered to the SpinCo Group for inspection Chemicals Group) relating to the Chemicals Group, the Chemicals Assets, the Chemicals Liabilities, the Chemicals Business, the Former Chemicals Business, the Joint Ownership Properties, the P4 Business, or the Other Agreements shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Agreements and any confidentiality restrictions imposed by Governmental Authorities or as otherwise required in connection with the defense of any Actionlaw.

Provision of Corporate Records. Prior to or as promptly as practicable after the Effective Time Distribution Date or from time to time as reasonably requested by the SpinCo Group, the RemainCo Group shall deliver to the SpinCo Group: (a) any corporate books and records of the SpinCo Group and any such books and records that primarily relate to the business of the SpinCo Group, in each case in the possession of the RemainCo Group; (b) originals or copies of those corporate books and records of the RemainCo Group that relate to any aspect of the business of the SpinCo Group; and (c) copies (paper or electronic) of all Insurance Policies of any type covering (i) solely the SpinCo Group or (ii) both the SpinCo Group and the RemainCo Group. From and after the Effective TimeDistribution Date, all such books, records and copies (where copies are delivered in lieu of originals), whether or not delivered, shall be the property of the RemainCo Group; provided, however, that all such information contained in such books, records or copies relating to the SpinCo Group shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained therein, in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law. RemainCo, if it so elects, may retain copies of any original books and records delivered to SpinCo; provided, however, that all such information contained in such books, records or copies (whether or not delivered to the SpinCo Group) relating to the SpinCo Group, shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law; provided, however, that RemainCo shall make the original books and records available to the SpinCo Group for inspection by Governmental Authorities or as otherwise required in connection with the defense of any Action.

Provision of Corporate Records. Prior to or as promptly as practicable after the Effective Time Distribution Date or from time to time as reasonably requested by the SpinCo Kraft Group, the RemainCo Altria Group shall deliver to the SpinCo Kraft Group: (ai) any corporate books and records of the SpinCo Kraft Group and any such books and records that primarily relate to the business of the SpinCo Group, in each case in the possession of the RemainCo Altria Group; (bii) originals or copies of those corporate books and records of the RemainCo Altria Group that relate primarily relating to any aspect of the business of the SpinCo Kraft Group; and (ciii) copies (paper or electronic) of all Insurance Policies (A) of any type covering only the Kraft Group, (iB) solely shared with the SpinCo Altria Group or covering general, products, advertisers and excess liability for all years, (iiC) both shared with the SpinCo Altria Group covering property, marine cargo, business travel accident, workers compensation, employers and automobile liability for 2001 through 2006, and (D) shared with the RemainCo GroupAltria Group covering directors and officers, fiduciary, crime, employment practices and aviation liability for 2006. From and after the Effective TimeDistribution Date, all such books, records and copies (where copies are delivered in lieu of originals), whether or not delivered, shall be the property of the RemainCo Kraft Group; provided, however, that all such information Information contained in such books, records or copies relating to the SpinCo Altria Group shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained therein, in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law. RemainCoAltria, if it so elects, may retain copies of any original books and records delivered to SpinCoKraft; provided, however, that all such information Information contained in such books, records or copies (whether or not delivered to the SpinCo Kraft Group) relating to the SpinCo Kraft Group, shall be subject to the applicable confidentiality provisions and restricted use provisions, if any, contained in this Agreement or the Other Agreements and any confidentiality restrictions imposed by law; provided, however, that RemainCo shall make the original books and records available to the SpinCo Group for inspection by Governmental Authorities or as otherwise required in connection with the defense of any Action.