Common use of Provision of Information and Assistance Clause in Contracts

Provision of Information and Assistance. During the Transition Period and for a period of twelve (12) months after the end of the Transition Period, upon reasonable written notice, each Party will make or cause to be made available to the other Party, and their respective Representatives, during regular business hours, all information and assistance as is necessary for any reasonable business purpose relating to the Spinco Business, including, financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any Action (except in the event the Parties are opposing one another in an Action, in which case normal discovery rules shall apply). Notwithstanding anything in this Agreement to the contrary, (x) other than as set forth in the Merger Agreement, information provision relating to Tax matters shall be exclusively governed by the Tax Matters Agreement and, to the extent applicable, the Contribution and Distribution Agreement and the Employee Matters Agreement (as applicable), and not this Agreement and (y) neither Party shall be required to provide access or disclose information (including any Personal Information), where such access or disclosure would conflict with any (1) Law or Order applicable to either Party or their respective assets, information or operation of their respective businesses, or (2) Consent previously given by any natural person relating to the collection, acquisition, storage, use, disclosure, transfer or any other processing (as defined by applicable Law) of data (including Personal Information); provided, however that in the case of this clause (y), the withholding Party shall use its commercially reasonable efforts to disclose the applicable information and otherwise communicate the applicable information to the other Party in a way that would not result in such a conflict.