Common use of Certain Permitted Disclosures Clause in Contracts

Certain Permitted Disclosures. Notwithstanding the foregoing, nothing in this Section 5.5 will prevent any of the following at any time: (1) a Party disclosing any information to the extent required under Applicable Law or under the rules and regulations of any national securities exchange (to the extent such Party or any of its Affiliates has any of its securities traded or listed thereon); provided, however, that if a Party or any of such Party’s Affiliates is required to so disclose any information that otherwise would be prohibited in the absence of this clause (1), then (A) such Party will provide to each other Party prompt written notice thereof and cooperate (and cause such Affiliate, as applicable, to cooperate) with any such other Party, to the extent such other Party reasonably requests, so that such other Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement (subject, in each case, to legal requirements to the contrary) and (B) if such protective order or other remedy is not obtained, or if such other Party waives compliance with the terms of this Agreement, then such Party will (and will cause such Affiliate, as applicable, to) disclose only the portion of such information that is required to be disclosed, and such Party will (and will cause such Affiliate, as applicable, to) exercise its commercially reasonable, at the expense of such other Party, to obtain reasonable assurance that confidential treatment will be accorded such information; (2) before Closing, the Company communicating with any of its suppliers, employees or customers on a need to know basis regarding the Transactions, including regarding any change to any document, requirement or process relating to any product or service of the Company; (3) the Company communicating to its Stockholders about the Transactions; (4) a Party or any of its Affiliates making a statement or disclosure (A) as part of its or any of its Affiliate’s financial statements or (B) to the extent reasonably necessary to enforce or comply with this Agreement; (5) a Party making a statement or disclosure to (A) such Party’s (or any of its Affiliate’s) paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services, respectively, for such Party (or such Affiliate); provided, however, that such Party will cause each Person to whom such statement or disclosure is made under this clause (5) to keep confidential and not disclose to any other Person any information in such statement or disclosure; or (6) a Stockholder from providing information about this Agreement and the Transactions to its limited partners or investors and their respective paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services for such Person; provided, however, that such Person will cause each Person to whom such statement or disclosure is made under this clause (6) to keep confidential and not disclose to any other Person any information in such statement or disclosure.

Certain Permitted Disclosures. Notwithstanding the foregoing, nothing in this Section 5.5 5.4 will prevent any of the following at any time: (1) a Party or any of its Affiliates disclosing any information to the extent required under Applicable Law (other than due to any requirement of the SEC or under the rules and regulations of any national securities exchange (to the extent such Party exchange, which is addressed in one or any of its Affiliates has any of its securities traded or listed thereonmore clauses below); provided, however, that if a Party or any of such Party’s Affiliates is so required to so disclose any information that otherwise would be prohibited in the absence of this clause (1Section 5.4(c), then (A) such Party will provide to each other Party prompt written notice thereof and cooperate (and cause such Affiliate, as applicable, to cooperate) with any such each other Party, to the extent such any other Party reasonably requests, so that such other Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement (subject, in each case, to legal requirements to the contrary) and (B) if such protective order or other remedy is not obtained, or if each such applicable other Party waives compliance with the terms of this Agreement, then such Party will (and will cause such Affiliate, as applicable, to) disclose only the portion of such information that is so required to be disclosed, and such Party will (and will cause such Affiliate, as applicable, to) exercise use its commercially reasonablereasonable efforts, at the expense of such other Party, to obtain reasonable assurance that confidential treatment will be accorded such information; (2) before Closinga Party or any of its Affiliates making any release or announcement that is required by the SEC or the rules or regulations of any national securities exchange, in which case such Party will (or will cause such Affiliate to), if practicable under the Company circumstances, allow each other Party reasonable time to comment on such release or announcement in advance; (3) any Seller communicating with any of its suppliers, employees or customers suppliers on a need to know basis regarding the Transactionstransactions contemplated herein, including regarding any change to any document, requirement or process relating to any product or service of the Company; (3) the Company communicating to its Stockholders about the Transactionsany Seller; (4) a Party or any of its Affiliates making a statement or disclosure (A) as part of its or any of its Affiliate’s financial statements or, notwithstanding clause (c)(1) above, Tax Returns or filing with the SEC or any national securities exchange or (B) to the extent reasonably necessary to enforce or comply with this Agreement;; or (5) a Party making a statement or disclosure to (A) such Party’s (or any of its Affiliate’s) paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services, respectively, for such Party (or such Affiliate); provided, however, that ) or (B) any lender or prospective lender of such Party will cause each Person to whom (or such statement or disclosure is made under this clause (5Affiliate) to keep confidential and not disclose to any other Person any information in such statement or disclosure; or (6) a Stockholder from providing information about this Agreement and the Transactions to its limited partners or investors and their respective paid legal, accounting and financial advisers to the extent reasonably necessary for any required as part of such adviser to perform its paid legal, accounting and financial services for such Person; provided, however, that such Person will cause each Person to whom such statement or disclosure is made under this clause (6) to keep confidential and not disclose to any other Person any information in such statement or disclosurelending relationship.

Certain Permitted Disclosures. Notwithstanding the foregoing, nothing in this Section 5.5 will prevent any of the following at any time: (1) a Party disclosing any information to the extent required under Applicable Law or under the rules and regulations of any national securities exchange (to the extent such Party or any of its Affiliates has any of its securities traded or listed thereon)Law; provided, however, that if a Party or any of such Party’s Affiliates is required to so disclose any information that otherwise would be prohibited in the absence of this clause (1), then (A) such Party will provide to each other Party prompt written notice thereof and cooperate (and cause such Affiliate, as applicable, to cooperate) with any such other Party, to the extent such other Party reasonably requests, so that such other Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement (subject, in each case, to legal requirements to the contrary) and (B) if such protective order or other remedy is not obtained, or if such other Party waives compliance with the terms of this Agreement, then such Party will (and will cause such Affiliate, as applicable, to) disclose only the portion of such information that is required to be disclosed, and such Party will (and will cause such Affiliate, as applicable, to) exercise its commercially reasonablereasonable efforts, at the expense of such other Party, to obtain reasonable assurance that confidential treatment will be accorded such information;; or (2) before Closing, the Company communicating with any of its suppliers, employees or customers on a need to know basis regarding the Transactions, including regarding any change to any document, requirement or process relating to any product or service of the Company; (3) the Company communicating to its Stockholders about the Transactions; (4) a Party (or any of its Affiliates making a statement or disclosure (AAffiliates) as part of its or any of its Affiliate’s financial statements or (B) to the extent reasonably necessary to enforce or comply with this Agreement; (5) a Party making a statement or disclosure to (A) such Party’s (or any of its Affiliate’s) paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services, respectively, for such Party (or such Affiliate)) or (B) any lender or prospective lender of such Party (or such Affiliate) to the extent reasonably required as part of such lending relationship; provided, however, that such Party will cause each Person to whom such statement or disclosure is made under this clause (52) to keep confidential and not disclose to any other Person any information in such statement or disclosure; or (6) a Stockholder from providing information about this Agreement and the Transactions to its limited partners or investors and their respective paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services for such Person; provided, however, that such Person will cause each Person to whom such statement or disclosure is made under this clause (6) to keep confidential and not disclose to any other Person use any information in such statement or disclosure.

Certain Permitted Disclosures. Notwithstanding the foregoing, nothing in Section 6.5 or this Section 5.5 will prevent 6.7 prohibits any of the following at any timefollowing: (1) a Party or any of its Affiliates disclosing any information to the extent required under Applicable Law or under the rules and regulations of any national securities exchange (to the extent such Party or any of its Affiliates has any of its securities traded or listed thereon)Law; provided, however, that if a Party or any of such Party’s Affiliates is so required to so disclose any information that otherwise would be prohibited in the absence of this clause (1e)(1), then (A) such Party first will provide to each other Party prompt written notice thereof and cooperate (and cause such Affiliate, as applicable, Affiliate to cooperate) with any each such other Party, to the extent such other Party reasonably and promptly requests, so that such other Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement (subject, in each case, to legal requirements to the contrary) and (B) if such protective order or other remedy is not obtained, or if such other Party waives compliance with the terms of this Agreement, then such Party will (and will cause such Affiliate, as applicable, to) disclose only the portion of such information that is required to be so disclosed, and such Party will (and will cause such Affiliate, as applicable, to) exercise use its commercially reasonablereasonable efforts, at the expense of such other Party, to obtain reasonable assurance that confidential treatment will be accorded given to such information; (2) before Closing, the Company communicating with a Party or any of its suppliers, employees Affiliates communicating to its direct or customers on indirect owners in a need to know basis regarding the Transactions, including regarding any change to any document, requirement or process relating to any product or service of the Companynon-public manner; (3) the Company communicating to its Stockholders about the Transactions; (4) a Party or any of its Affiliates making a statement or disclosure (A) as part of its or any of its Affiliate’s financial statements or, notwithstanding clause (e)(1) above, Tax Returns, or (B) to the extent reasonably necessary to enforce or comply with this Agreement; (54) a Party making a statement or disclosure to (A) such Party’s (or any of its Affiliate’s) paid legal, accounting and or financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and or financial services, respectively, for such Party (or such Affiliate)) or (B) any lender, acquirer, or investor or prospective lender, acquirer, or investor of such Party (or such Affiliate) to the extent reasonably required as part of such lending or investing relationship; provided, however, that such Party will cause each Person to whom such statement or disclosure is made under this clause (5e)(4) to keep confidential and not disclose to any other Person any information in such statement or disclosure; or (65) a Stockholder Party from providing information about this Agreement taking any action contemplated in Article 9 or defending any claim by any Party, and the Transactions to its limited partners or investors and their respective paid legal, accounting and financial advisers to the extent reasonably necessary for using any such adviser to perform its paid legal, accounting and financial services for such Person; provided, however, that such Person will cause each Person to whom such statement or disclosure is made under this clause (6) to keep confidential and not disclose to any other Person any related information in such statement or disclosuredoing so.

Certain Permitted Disclosures. Notwithstanding the foregoing, nothing obligations of confidentiality and non-use set forth in this Section 5.5 will prevent any of the following at any time: 7.1 (1) a Party disclosing any information to the extent required under Applicable Law or under the rules and regulations of any national securities exchange (to the extent such Party or any of its Affiliates has any of its securities traded or listed thereon); provided, however, that if a Party or any of such Party’s Affiliates is required to so disclose any information that otherwise would be prohibited in the absence of this clause (1Nondisclosure Obligation), then (A) such Party will provide to each other Party prompt written notice thereof and cooperate (and cause such Affiliate, as applicable, to cooperate) with any such other Party, to the extent such other Party reasonably requests, so that such other Receiving Party may seek a protective order or other appropriate remedy or waive compliance with use and disclose Confidential Information disclosed to it, and disclose the existence and terms of this Agreement Agreement, as may be reasonably required by such Party in order for it to perform its obligations and to exploit its rights under this Agreement, and specifically to: (subjecta) Related Parties and their employees, directors, agents, consultants, advisors or other Third Parties for the performance of its obligations hereunder (or for such entities to determine their interest in performing such activities) in accordance with this Agreement, in each case, who are under an obligation of confidentiality with respect to legal requirements to the contrary) and (B) if such protective order or other remedy information that is not obtained, or if such other Party waives compliance with no less stringent than the terms of this Agreement, then such Party will Section 7 (and will cause such Affiliate, as applicable, toConfidentiality); (b) disclose only the portion of such information that is required to be disclosed, and such Party will (and will cause such Affiliate, as applicable, to) exercise its commercially reasonable, at the expense of such Governmental Authorities or other Party, Regulatory Authorities in order to obtain reasonable assurance patents or perform its obligations or exploit its rights under this Agreement; provided that confidential treatment such Confidential Information will be accorded such information; (2) before Closing, the Company communicating with any of its suppliers, employees or customers on a need to know basis regarding the Transactions, including regarding any change to any document, requirement or process relating to any product or service of the Company; (3) the Company communicating to its Stockholders about the Transactions; (4) a Party or any of its Affiliates making a statement or disclosure (A) as part of its or any of its Affiliate’s financial statements or (B) disclosed only to the extent reasonably necessary to enforce do so; (c) the extent required by Law, including by the rules or comply regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; and (d) any bona fide actual or prospective underwriters, investors, lenders or acquirers of such Party or substantially all of its assets, and to consultants and advisors of such Party, in each case, who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Agreement; Section 7 (5) Confidentiality). If a Party making is required by Law to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 7 (Confidentiality), such Party will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure. Notwithstanding this Section 7.3 (Certain Permitted Disclosures), Confidential Information that is required to be disclosed by Law will remain otherwise subject to the confidentiality and non-use provisions of this Section 7.1 (Nondisclosure Obligation). If either Party concludes that a statement copy of any of this Agreement must be filed with the United States Securities and Exchange Commission or disclosure similar regulatory agency in a country other than the United States, such Party will provide the other Party with a copy of such agreement showing any provisions hereof as to (A) which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions and will take such Party’s (or any of its Affiliate’s) paid legal, accounting and financial advisers to the extent reasonably necessary for any comments into consideration before filing such adviser to perform its paid legal, accounting and financial services, respectively, for such Party (or such Affiliate); provided, however, that such Party will cause each Person to whom such statement or disclosure is made under this clause (5) to keep confidential and not disclose to any other Person any information in such statement or disclosure; or (6) a Stockholder from providing information about this Agreement and the Transactions to its limited partners or investors and their respective paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services for such Person; provided, however, that such Person will cause each Person to whom such statement or disclosure is made under this clause (6) to keep confidential and not disclose to any other Person any information in such statement or disclosureagreement.

Certain Permitted Disclosures. Notwithstanding the foregoing, nothing in this Section 5.5 will prevent prohibits any of the following at any timefollowing: (1) a Party or any of its Affiliates disclosing any information to the extent required under Applicable Law or under the rules and regulations of any national securities exchange (to the extent such Party or any of its Affiliates has any of its securities traded or listed thereon)Law; provided, however, that if a Party or any of such Party’s Affiliates is so required to so disclose any information that otherwise would be prohibited in the absence of this clause (1c)(1), then (A) such Party first will provide to each other Party Buyer (with respect to Sellers) or Sellers (with respect to Buyer) prompt written notice thereof and cooperate (and cause such Affiliate, as applicable, Affiliate to cooperate) with any such other Party, to the extent such other Party reasonably and promptly requests, so that such other Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement (subject, in each case, to legal requirements to the contrary) and (B) if such protective order or other remedy is not obtained, or if such other Party Buyer (with respect to its information) or Sellers (with respect to their information) waives compliance with the terms of this Agreement, then such Party will (and will cause such Affiliate, as applicable, to) disclose only the portion of such information that is required to be so disclosed, and such Party will (and will cause such Affiliate, as applicable, to) exercise use its commercially reasonablereasonable efforts, at the expense of such other Party, to obtain reasonable assurance that confidential treatment will be accorded given to such information; (2) before Closing, the Company communicating with a Party or any of its suppliers, employees Affiliates communicating with its direct or customers on indirect owners in a need to know basis regarding the Transactions, including regarding any change to any document, requirement or process relating to any product or service of the Companynon-public manner; (3) the Company communicating to its Stockholders about the Transactions; (4) a Party or any of its Affiliates making a statement or disclosure (A) as part of its or any of its Affiliate’s financial statements or, notwithstanding clause (1) above, Returns, or (B) to the extent reasonably necessary to enforce or comply with this Agreement;; or (54) a Party or any of its Affiliates making a statement or disclosure to (A) such Party’s (or any of its Affiliate’s) paid legal, accounting and or financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and or financial services, respectively, for such Party or such an Affiliate, including in connection with a dispute between the Parties (or such Affiliate), or (B) any lender or investor or prospective lender or investor of such Party (or such Affiliate) to the extent reasonably required as part of such lending or investing relationship; provided, however, that such Party will cause each Person to whom such statement or disclosure is made under this clause (5) to keep confidential and not disclose to any other Person any information in such statement or disclosure; or (6) a Stockholder from providing information about this Agreement and the Transactions to its limited partners or investors and their respective paid legal, accounting and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting and financial services for such Person; provided, however, that such Person will cause each Person to whom such statement or disclosure is made under this clause (6c)(4) to keep confidential and not disclose to any other Person any information in such statement or disclosure.