Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 5.8 and any other applicable confidentiality obligations, each of ConocoPhillips and Xxxxxxxx 66, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 3 contracts

Samples: Indemnification and Release Agreement, Indemnification and Release Agreement (Phillips 66), Indemnification and Release Agreement (Phillips 66)

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Agreement for Exchange of Information. (a) Subject to Section 5.8 and any other applicable confidentiality obligations, each of ConocoPhillips Oil States and Xxxxxxxx 66Civeo, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 2 contracts

Samples: Indemnification and Release Agreement (Civeo Corp), Indemnification and Release Agreement (Civeo Corp)

Agreement for Exchange of Information. (a) Subject to Section 5.8 7.7 and any other applicable confidentiality obligations, each of ConocoPhillips Huntsman and Xxxxxxxx 66Venator, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group which the requesting party Party reasonably needs (ia) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting partyParty, (iib) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement Party has against the other, or (iiic) subject to the foregoing clause (iib), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, work product, joint defense, common interest or other applicable privilege (each, a “Privilege”) the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall only provide that portion of the Information that is mandatorily required by the requesting agency.

Appears in 2 contracts

Samples: Separation Agreement (Venator Materials PLC), Separation Agreement (Venator Materials PLC)

Agreement for Exchange of Information. (a) Subject to Section 5.8 7.7 and any other applicable confidentiality obligations, each of ConocoPhillips OPC and Xxxxxxxx 66CRC, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting party Party reasonably needs (ia) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party Party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting partyParty, (iib) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement Party has against the other, or (iiic) subject to the foregoing clause (iib), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, work product, joint defense, common interest or other applicable privilege (each, a “Privilege”) the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall only provide that portion of the Information that is mandatorily required by the requesting agency.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (California Resources Corp), Separation and Distribution Agreement (Occidental Petroleum Corp /De/)

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Agreement for Exchange of Information. (a) Subject to Section 5.8 7.7 and any other applicable confidentiality obligations, each of ConocoPhillips Huntsman and Xxxxxxxx 66Venator, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Effective Date, as soon as reasonably practicable after written request therefor, access to any Information in the possession or under the control of such respective Group that can be retrieved without unreasonable disruption to its business which the requesting party Party reasonably needs (ia) to comply with reporting, disclosure, filing filing, record retention or other requirements imposed on the requesting party Party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting partyParty or any stock exchange rule, (iib) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement Party has against the other, or (iiic) subject to the foregoing clause (iib), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, work product, joint defense, common interest or other applicable privilege (each, a “Privilege”) the parties Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall only provide that portion of the Information that is requested by the requesting agency.

Appears in 2 contracts

Samples: Separation Agreement, Separation Agreement (Huntsman International LLC)

Agreement for Exchange of Information. (a) Subject to Section 5.8 7.7 and any other applicable confidentiality obligations, each of ConocoPhillips OPC and Xxxxxxxx 66CRC, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting party reasonably needs (ia) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (iib) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one party to this Agreement has against the other, or (iiic) subject to the foregoing clause (iib), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, work product, joint defense, common interest or other applicable privilege (each, a “Privilege”) the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Appears in 1 contract

Samples: Separation and Distribution Agreement (California Resources Corp)

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