Common use of Other Coordination Clause in Contracts

Other Coordination. (a) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has provided or shall promptly provide Sidewalk Labs with correct and complete copies of all Relevant Contracts. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be required to disclose any provision of a Relevant Contract entered into prior to the Effective Date if doing so would result in a breach of the confidentiality provisions of such Relevant Contract; provided, however, that ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall use its commercially reasonable efforts to obtain the required consent of the counterparty or counterparties to the Relevant Contract to permit such disclosure and shall allow for disclosure to the maximum extent that does not result in a breach of the Relevant Contract (including by providing summaries, excerpts or redacted copies, for example) and provided further, that with respect to any Relevant Contract entered into after the Effective Date, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall use commercially reasonable efforts to avoid any prohibition on disclosing such Relevant Contract to Sidewalk Labs (and if a counterparty refuses to permit disclosure to Sidewalk Labs, Waterfront Toronto shall notify the Project Management Committee thereof). Without the prior written consent of Sidewalk Labs, not to be unreasonably withheld, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not enter into, terminate, extend, amend, assign or compromise or waive any rights or claims under any Key Contract, or, if it would limit, conflict with or constrain, the terms included in the MIDP Scope or this Agreement or reasonably expected to be included in the MIDP and Implementation Agreements, under any other Relevant Contract. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall cooperate and consult with Sidewalk Labs in connection with Planning Initiatives of which it is aware. (b) Sidewalk Labs shall provide to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ copies of all final versions of relevant plans, reports, surveys and designs created or acquired by Sidewalk Labs in the course of the creation of the MIDP and funded by the Sidewalk Funding Commitment, whether before or after the date of this Agreement, that cover all or a portion of the MIDP Site (the “MIDP Materials”). The Parties will also share with one another drafts of relevant plans, reports, surveys and designs created or acquired in the course of the creation of the MIDP on an ongoing basis pursuant to the Collaboration Principles. Notwithstanding the foregoing, Sidewalk Labs shall not be required to disclose any MIDP Materials created or acquired prior to the Effective Date in a breach of the confidentiality of an engagement letter or other third-party Contract: provided however, that Sidewalk Labs shall use its commercially reasonable efforts to obtain the required consent of the relevant third party(ies) to permit such disclosure and shall allow for disclosure to the maximum extent that does not result in a breach of the relevant engagement letter or other Contract (including by providing summaries, excerpts or redacted copies, for example). Sidewalk Labs agrees to use its reasonable best efforts to deliver to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ such reliance letters as ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the City of Toronto may require, each acting reasonably, entitling ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the City of Toronto, as required, to rely on any certified studies constituting MIDP Materials, and Sidewalk Labs further acknowledges that any approval of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the City of Toronto of the MIDP may be conditioned or withheld if such reliance letters are not delivered. (c) Sidewalk Labs shall ensure that no MIDP Materials acquired after the Effective Date are subject to confidentiality requirements which would prevent disclosure of same to Waterfront Toronto, except where the other party to the Contract objects to the disclosure to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for the purposes of protecting innovations, whereupon the matter will be referred to the Project Management Committee for resolution. (d) Each Party acknowledges that any third-party materials provided to it by the other Party is provided for informational purposes only and without representation, warranty or recourse. (e) The Parties acknowledge and agree that, except as expressly set forth in this Agreement, including the representations and warranties contained herein, there are no agreements, representations, promises, warranties, guarantees or conditions of any kind whatsoever, statutory or otherwise, expressed or implied by any of them, with respect to the condition, development potential, or viability of the Quayside Parcel or any other lands relating to the Project.