CASE OF
ANY INFORMATION RELATING TO TAXES OR EMPLOYEE BENEFITS, SUCH PERIOD SHALL BE
EXTENDED TO THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS (GIVING
EFFECT TO ANY EXTENSIONS THEREOF);
52
PROVIDED FURTHER, HOWEVER, NO PARTY WILL DESTROY, OR PERMIT ANY OF ITS
SUBSIDIARIES TO DESTROY, ANY INFORMATION REQUIRED TO BE RETAINED BY APPLICABLE
LAW.
7.11.
ACCURACY OF INFORMATION.
(A)
CPE AND CPE LLC, JOINTLY AND SEVERALLY, REPRESENT AND WARRANT THAT
ANY INFORMATION PROVIDED TO ANY MEMBER OF THE RIO TINTO GROUP UNDER THIS
ARTICLE VII WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
MISLEADING, AND, WITH RESPECT TO ANY FINANCIAL INFORMATION, WILL FAIRLY PRESENT
IN ALL MATERIAL RESPECTS THE INFORMATION CONTAINED THEREIN, IN EACH CASE AS
DETERMINED BASED ON THE APPLICABLE MATERIALITY THRESHOLD.
(B)
NOTWITHSTANDING SECTION 7.11(A), NO PARTY SHALL HAVE ANY LIABILITY
TO ANY OTHER PARTY IN THE EVENT THAT ANY INFORMATION EXCHANGED OR PROVIDED
PURSUANT TO THIS AGREEMENT WHICH IS DELINEATED AS AN ESTIMATE OR FORECAST, OR
WHICH IS BASED ON AN ESTIMATE OR FORECAST, IS FOUND TO BE INACCURATE IN THE
ABSENCE OF WILLFUL MISCONDUCT BY THE PARTY PROVIDING SUCH INFORMATION. NO PARTY
SHALL HAVE ANY LIABILITY TO ANY OTHER PARTY IF ANY INFORMATION IS DESTROYED
AFTER REASONABLE BEST EFFORTS BY SUCH PARTY TO COMPLY WITH THE PROVISIONS OF
SECTION 7.10.
(C)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND WITH
RESPECT TO ANY AND ALL CLAIMS (WHETHER FOR BREACH OR NONPERFORMANCE OF CONTRACT,
NEGLIGENCE, INDEMNIFICATION, OR ANY OTHER THEORY OF LIABILITY), NEITHER CPE NOR
CPE LLC SHALL BE LIABLE TO THE RIO TINTO PARTIES FOR ANY DAMAGES, INCLUDING
PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING LOST
PROFITS, LOST REVENUES AND LOSS OF BUSINESS), WHETHER FORESEEABLE OR NOT,
ARISING OUT OF ANY UNTRUE STATEMENT OF MATERIAL FACT CONTAINED IN ANY
INFORMATION PROVIDED BY RIO TINTO SERVICES INC. TO CPE LLC PURSUANT TO THE
TRANSITION SERVICES AGREEMENT IF (I) SUCH INFORMATION WAS USED TO PREPARE ANY
INFORMATION PROVIDED TO THE RIO TINTO GROUP PURSUANT TO THIS ARTICLE VII AND
(II) SUCH INFORMATION WAS THE SOLE CAUSE OF SUCH DAMAGES.
7.12.
OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF
INFORMATION.
(A)
THE RIGHTS AND OBLIGATIONS GRANTED UNDER THIS ARTICLE VII ARE
SUBJECT TO ANY SPECIFIC LIMITATIONS, QUALIFICATIONS OR ADDITIONAL PROVISIONS ON
THE SHARING, EXCHANGE, RETENTION OR CONFIDENTIAL TREATMENT OF INFORMATION SET
FORTH IN ANY TRANSACTION DOCUMENT.
(B)
WHEN ANY INFORMATION PROVIDED BY ONE GROUP TO THE OTHER (OTHER THAN
INFORMATION PROVIDED PURSUANT TO SECTION 7.10) IS NO LONGER NEEDED FOR THE
PURPOSES CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR IS
NO LONGER REQUIRED TO BE RETAINED BY APPLICABLE LAW, THE RECEIVING PARTY WILL
PROMPTLY AFTER REQUEST OF THE OTHER PARTY EITHER RETURN TO THE OTHER PARTY ALL
INFORMATION IN A TANGIBLE FORM (INCLUDING ALL COPIES THEREOF AND ALL NOTES,
EXTRACTS OR SUMMARIES BASED