Common use of Access to Information and Employees by the Managing Party Clause in Contracts

Access to Information and Employees by the Managing Party. In connection with the management and disposition of any Specified DowDuPont Shared Asset and/or any Specified DowDuPont Shared Liability, each of the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Asset or Specified DowDuPont Shared Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 6.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VI. Nothing in this Section 6.3(a) shall require any Party to violate any Law or any Contract with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to or the provision of any such Information would violate a Contract with a third party, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent to the disclosure of such information.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)

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Access to Information and Employees by the Managing Party. In connection with the management and disposition of any Specified DowDuPont Shared Historical DuPont Asset and/or any Specified DowDuPont Shared Historical DuPont Liability, each of the Parties AgCo and SpecCo shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Historical DuPont Asset or Specified DowDuPont Shared Historical DuPont Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 6.3(b7.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VIVII. Nothing in this Section 6.3(a7.3(a) shall require any Party to violate any Law or any Contract with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access to to, or the provision of of, any such Information would violate a Contract with a third party, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent to the disclosure of such information.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.), Separation and Distribution Agreement (Corteva, Inc.)

Access to Information and Employees by the Managing Party. In (a) Unless otherwise prohibited by Law, in connection with the management and disposition of any Specified DowDuPont Shared Asset and/or any Specified DowDuPont Shared Contingent Liability, each of the Parties other Party shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classifiedclassified Information, privileged Confidential Information or confidential informationPrivileged Information, to the employees, properties, Records and other Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Asset or Specified DowDuPont Shared Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 6.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VISection 6; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 6.3(a6.2(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access a Party is required to or the provision of disclose any such Information would violate a Contract with a third partyInformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent written consent to the disclosure of such informationInformation.

Appears in 3 contracts

Samples: Master Separation and Distribution Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)

Access to Information and Employees by the Managing Party. In connection with the management and disposition of any Specified DowDuPont Shared Contingent Asset and/or any Specified DowDuPont Shared Contingent Liability, each of the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Contingent Asset or Specified DowDuPont Shared Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 6.3(b) below may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VI. Nothing in this Section 6.3(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access a Party is required to or the provision of disclose any such Information would violate a Contract with a third partyinformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent to the disclosure of such informationinformation or to develop an alternative to providing such access or information to the Managing Party so as to address such lack of access or information in a manner reasonably acceptable to the Managing Party.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Wyndham Hotels & Resorts, Inc.), Separation and Distribution Agreement (Wyndham Destinations, Inc.)

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Access to Information and Employees by the Managing Party. In Unless otherwise prohibited by Law, in connection with the management and disposition of any Specified DowDuPont Shared Asset and/or any Specified DowDuPont Shared Contingent Liability, each of the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classifiedclassified Information, privileged Confidential Information or confidential informationPrivileged Information, to the employees, properties, Records and other Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Asset or Specified DowDuPont Shared Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 6.3(b) below may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VI; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 6.3(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access a Party is required to or the provision of disclose any such Information would violate a Contract with a third partyInformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent written consent to the disclosure of such informationInformation.

Appears in 2 contracts

Samples: Distribution Agreement (Hilton Grand Vacations Inc.), Distribution Agreement (Park Hotels & Resorts Inc.)

Access to Information and Employees by the Managing Party. In (e) Unless otherwise prohibited by Law, in connection with the management and disposition of any Specified DowDuPont Shared Asset and/or any Specified DowDuPont Shared Contingent Liability, each of the Parties other Party shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classifiedclassified Information, privileged Confidential Information or confidential informationPrivileged Information, to the employees, properties, Records and other Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Specified DowDuPont Shared Asset or Specified DowDuPont Shared Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 6.3(b) may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VISection 6; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 6.3(a6.2(a) shall require any Party to violate any Law or any Contract agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that access a Party is required to or the provision of disclose any such Information would violate a Contract with a third partyInformation, such Party shall use commercially reasonable efforts to seek to obtain such third party’s Consent written consent to the disclosure of such informationInformation.

Appears in 1 contract

Samples: Master Separation and Distribution Agreement (CSRA Inc.)

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