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 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.

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 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 Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article III shall govern) and subject to appropriate restrictions for privileged information 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 GroupConfidential Information in Section 4.6 and Section 4.7: (a) any corporate books After the Merger Effective Time, and records subject to compliance with the terms of the SpinCo Group Transaction Documents, upon the prior written reasonable request by, and any such books at the expense of, Xxxxxx Partner for specific and records identified Information: (i) that primarily relate (A) relates to Spinco or the Spinco Business, as the case may be, prior to the business Distribution Effective Time or (B) is necessary for Merger Partner and Spinco to comply with the terms of, or otherwise perform under, any of the SpinCo GroupTransaction Documents to which Remainco, in each case Spinco and Merger Partner are parties, Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Merger Partner has a reasonable need for such originals) in the possession or control of the RemainCo Remainco Group, but only to the extent such items so relate and are not already in the possession or control of a member of the Merger Partner Group; (b) provided that, to the extent any originals or copies of those corporate books and records are delivered to the member of the RemainCo Merger Partner Group that relate pursuant to any aspect of the business Transaction Documents, such member of the SpinCo Group; and (c) copies (paper or electronic) of all Insurance Policies of any type covering (i) solely the SpinCo Merger Partner Group or (ii) both the SpinCo Group and the RemainCo Group. From and shall, at its own expense, return them to Remainco within a reasonable time after the Effective Time, all need to retain such books, records and copies (where copies are delivered in lieu of originals), whether or not delivered, shall be the property of the RemainCo Grouporiginals has ceased; provided, howeverfurther, that all such information contained in such books, records obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the later of (1) the sixth (6th) anniversary of the Distribution Date and (2) three (3) months after the earlier termination or copies relating expiration of the Transaction Document to which 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 SpinCoInformation relates; provided, howeverfurther, 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 provisionsthat, if any, contained in this Agreement any such access or the Other Agreements provision of any such Information would violate any Law or would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Remainco shall not be obligated to provide such Information requested by Xxxxxx Partner; provided that Remainco shall, and any confidentiality restrictions imposed by lawshall cause the other members of the Remainco Group to, use commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege; provided, howeverfurther, that, if Remainco reasonably determines that RemainCo any such provision of Information could be commercially detrimental in any material respect, require any consent from a Third Party (which cannot be reasonably obtained), or violate any Contract, the Parties shall, and 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 cause each other member of any Action.their respective Groups to, take all reasonable best

Provision of Corporate Records. Prior Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article III shall govern) and subject to appropriate restrictions for privileged information 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 GroupConfidential Information in Section 4.6 and Section 4.7: (a) any corporate books After the Merger Effective Time, and records subject to compliance with the terms of the SpinCo Group Transaction Documents, upon the prior written reasonable request by, and any such books at the expense of, Xxxxxx Partner for specific and records identified Information: (i) that primarily relate (A) relates to Spinco or the Spinco Business, as the case may be, prior to the business Distribution Effective Time or (B) is necessary for Merger Partner and Spinco to comply with the terms of, or otherwise perform under, any of the SpinCo GroupTransaction Documents to which Remainco, in each case Spinco and Merger Partner are parties, Remainco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Merger Partner has a reasonable need for such originals) in the possession or control of the RemainCo Remainco Group; (b) originals , but only to the extent such items so relate and are not already in the possession or copies control of those corporate books and records a member of the RemainCo Merger Partner Group; provided that, to the extent any originals are delivered to the member of the Merger Partner Group that relate pursuant to any aspect of the business Transaction Documents, such member of the SpinCo Group; Merger Partner Group shall, at its own expense, return them to Remainco within a reasonable time after the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the later of (1) the sixth (6th) anniversary of the Distribution Date and (c2) copies three (paper 3) months after the earlier termination or electronic) expiration of all Insurance Policies the Transaction Document to which the Information relates; provided, further, that, if any such access or the provision of any type covering (i) solely such Information would violate any Law or would reasonably be expected to result in the SpinCo Group waiver of any attorney-client privilege, rights under the work product doctrine or (ii) both other applicable privilege, Remainco shall not be obligated to provide such Information requested by Xxxxxx Partner; provided that Remainco shall, and shall cause 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 other members of the RemainCo GroupRemainco Group to, use commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege; provided, howeverfurther, 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 provisionsthat, if anyRemainco reasonably determines that any such provision of Information could be commercially detrimental in any material respect, contained thereinrequire any consent from a Third Party (which cannot be reasonably obtained), in this Agreement or violate any Contract, the Other Agreements Parties shall, and any confidentiality restrictions imposed by law. RemainCoshall cause each other member of their respective Groups to, if it so elects, may retain copies of any original books and records delivered to SpinCo; provided, however, that take 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.reasonable best