Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Except in the case of an adversarial Action or threatened adversarial Action related to a request hereunder by any member of either the New NGC Group or the HII Group against any member of the other Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 7.1(b), each of New NGC and HII, on behalf of the members of its respective Group, shall use reasonable best efforts to provide (except as otherwise provided in this Agreement or any Ancillary Agreement, at the sole cost and expense of the requesting party), or cause to be provided, to the other Group, at any time before or after the Distribution, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such respective Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities, defense contracting or Tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement. The receiving party shall use any Information received pursuant to this Section 7.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 7.1 shall be construed as obligating a party to create Information not already in its possession or control.

Agreement for Exchange of Information. (a) Except in the case of an adversarial Action or threatened adversarial Action related to a request hereunder by any member of either the New NGC WMB Group or the HII WPX Group against any member of the other Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 7.1(b5.1(b), each of New NGC WMB and HIIWPX, on behalf of the members of its respective Group, shall use reasonable best efforts to provide (except as otherwise provided in this Agreement or any Ancillary Agreement, at the sole cost and expense of the requesting party), or cause to be provided, to the other Group, at any time before or after the DistributionEffective Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such respective Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities, defense contracting or Tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Taxtax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreementthe WPX Borrowing. The receiving party shall use any Information received pursuant to this Section 7.1(a5.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 7.1 5.1 shall be construed as obligating a party to create Information not already in its possession or control.

Agreement for Exchange of Information. (a) Except in the case of an adversarial Action or threatened adversarial Action related to a request hereunder by any member of either the New NGC WMB Group or the HII WPX Group against any member of the other Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 7.1(b6.1(b), each of New NGC WMB and HIIWPX, on behalf of the members of its respective Group, shall use reasonable best efforts to provide (except as otherwise provided in this Agreement or any Ancillary Agreement, at the sole cost and expense of the requesting party), or cause to be provided, to the other Group, at any time before or after the DistributionEffective Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such respective Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities, defense contracting or Tax tax Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Taxtax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreementthe WPX Borrowing. The receiving party shall use any Information received pursuant to this Section 7.1(a6.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 7.1 6.1 shall be construed as obligating a party to create Information not already in its possession or control.

Agreement for Exchange of Information. (a) Except in the case of an adversarial Action or threatened adversarial Action related to a request hereunder by any member of either the New NGC MII Group or the HII MVWC Group against any member of the other Group (which shall will be governed by such discovery rules as may be applicable thereto), and subject to Section 7.1(b), each of New NGC MII and HIIMVWC, on behalf of the members of its respective Group, shall will use reasonable best efforts to provide (except as otherwise provided in this Agreement or any Ancillary Transaction Agreement, at the sole cost and expense of the requesting party), or cause to be provided, to the other Group, at any time before or after the DistributionEffective Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such respective Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities, defense contracting securities or Tax LawsLaws in respect of Taxes) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement Agreement, any Transaction Agreement, any agreement listed in Section 2.3(b) or any Ancillary Agreementother agreements or arrangements entered into prior to the Effective Time with respect to which the requesting party requires information from the other party in order to fulfill the requesting party’s obligations under such agreement or arrangement. The receiving party shall may use any Information received pursuant to this Section 7.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall will otherwise take reasonable steps to protect such Information. Nothing in this Section 7.1 shall may be construed as obligating a party to create Information not already in its possession or control. Notwithstanding this Section 7.1(a), the parties agree that the provisions of the Tax Sharing and Indemnification Agreement shall govern with respect to the sharing of Information related to Taxes.