Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado and Newco, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group to the extent that (i) such information relates to the DC Business, or any Newco Asset or Newco Liability, if Newco is the requesting Party, or to the Vornado Business, or any Vornado Asset or Vornado Liability, if Vornado is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer Document; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado Grace and NewcoGCP, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the other members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor from the other Party or its Group members, any information (or a copy thereof) in the possession or under the control of such first Party or its Group members to the extent that (i) such information relates to the DC GCP Business, or any Newco GCP Asset or Newco GCP Liability, if Newco a member of the GCP Group is the requesting Party, or to the Vornado Grace Business, or any Vornado Grace Asset or Vornado Grace Liability, if Vornado a member of the Grace Group is the requesting Party; , (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, Agreement or any Ancillary Agreement or any Transfer Document; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Vornado Parent and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on at or after the Effective Time, as soon as reasonably practicable after written request therefor, any information Information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information Information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado Parent Business, or any Vornado Parent Asset or Vornado Parent Liability, if Vornado Parent is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, violate any applicable Law or agreementContract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado Ventas and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado Ventas Business, or any Vornado Ventas Asset or Vornado Ventas Liability, if Vornado Ventas is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado Parent and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information Information (or a copy thereof) (including Excluded Information) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information Information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado Parent Business, or any Vornado Parent Asset or Vornado Parent Liability, if Vornado Parent is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado Rayonier and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group to the extent that (i) such information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado Rayonier Business, or any Vornado Rayonier Asset or Vornado Rayonier Liability, if Vornado Rayonier is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado Parent and NewcoVarex, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the DC Varex Business, or any Newco Varex Asset or Newco Varex Liability, if Newco Varex is the requesting Party, or to the Vornado Parent Business, or any Vornado Parent Asset or Vornado Parent Liability, if Vornado Parent is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado SPG and NewcoWPG, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group to the extent that (i) such information relates to the DC WPG Business, or any Newco WPG Asset or Newco WPG Liability, if Newco WPG is the requesting Party, or to the Vornado SPG Business, or any Vornado SPG Asset or Vornado SPG Liability, if Vornado SPG is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.09 and any other applicable confidentiality obligations, each of Vornado Parent and NewcoTelemynd, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefortherefor is received by such Party, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party requests to the extent that (i) such information relates to the DC Telemynd Business, or any Newco Telemynd Asset or Newco Telemynd Liability, if Newco Telemynd is the requesting Party, or to the Vornado Parent Business, or any Vornado Asset Parent Group asset or Vornado Parent Liability, if Vornado Parent is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 6.01 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 6.01 shall expand the obligations of a Party under Section 6.46.04.

Agreement for Exchange of Information. (ah) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado Rayonier and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group to the extent that (i) such information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado Rayonier Business, or any Vornado Rayonier Asset or Vornado Rayonier Liability, if Vornado Rayonier is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of Vornado IAC and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Mandatory Exchange Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado IAC Business, or any Vornado IAC Asset or Vornado IAC Liability, if Vornado IAC is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

Agreement for Exchange of Information. (a) Subject to Section 6.9 6.10 and any other applicable confidentiality obligations, each of Vornado Parent and NewcoSpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information Information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information Information relates to the DC SpinCo Business, or any Newco SpinCo Asset or Newco SpinCo Liability, if Newco SpinCo is the requesting Party, or to the Vornado Parent Business, or any Vornado Parent Asset or Vornado Parent Liability, if Vornado Parent is the requesting Party; (ii) such information Information is required by the requesting Party to comply with its obligations under this Agreement, the Master Agreement, any Ancillary Agreement or any Transfer DocumentAncillary Agreement; or (iii) such information Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information Information could be detrimental to the Party providing the informationInformation, violate any applicable Law or agreementContract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information Information pursuant to this Section 6.1 shall only be obligated to provide such information Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such informationInformation, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.