Common use of Clause 13 Clause in Contracts

Clause 13. 2.2 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of a party or its holding company are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of any member of the Seller’s Group or the Purchaser’s Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement in either party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or in order to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made to a party to whom assignment is permitted under Clause 15.3 on terms that such assignee undertakes to comply with the provisions of Clause 13.2.2 in respect of such information as if it were a party to this Agreement; (vi) the disclosure is made to professional advisers or auditors of any party on a need to know basis and on terms that such professional advisers undertake to comply with the provisions of Clause 13.2.2 in respect of such information as if they were a party to this Agreement; (vii) the disclosure of information relating to the Group Companies or the Business is made by the Purchaser to any bank or financial institution in connection with the financing/refinancing (whether in whole or in part) by the Purchaser in the ordinary course of business not related to the Transaction, provided such person undertakes to comply with the provisions of Clause 13.2.2 in respect of such information as if it were a party to this Agreement; (viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreements or of this Agreement); (ix) the other party has given prior written approval to the disclosure or use; (x) the information is independently developed after Closing (other than by breach of the Confidentiality Agreements or of this Agreement); or (xi) the disclosure is reasonably required to facilitate any information and/or consultation process with any employees or Representative Body (as defined in paragraph 7 of Schedule 9), or any equivalent body of any member of the Seller’s Group or the Purchaser’s Group, or to allow any such body to comply with Applicable Law or its obligations under a Wider Transaction Document, provided that prior to disclosure or use of any information pursuant to Clause 13.2.3(i), (ii), (iii) or (vii), the party concerned shall, where not prohibited by law, consult with the other party insofar as is reasonably practicable and take reasonable account of the other party’s views.

Clause 13. 2.2 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of a party or its holding company are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of any member of the Seller’s Group or the Purchaser’s Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement in either party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or in order to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made to a party to whom assignment is permitted under Clause 15.3 on terms that such assignee undertakes to comply with the provisions of Clause 13.2.2 in respect of such information as if it were a party to this Agreement; (vi) the disclosure is made to professional advisers or auditors of any party on a need to know basis and on terms that such professional advisers undertake to comply with the provisions of Clause 13.2.2 in respect of such information as if they were a party to this Agreement; (vii) the disclosure of information relating to the Group Companies or the Business is made by the Purchaser to any bank or financial institution in connection with the financing/refinancing (whether in whole or in part) by the Purchaser in the ordinary course of business not related to the Transaction, provided such person undertakes to comply with the provisions of Clause 13.2.2 in respect of such information as if it were a party to this Agreement; (viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreements or of this Agreement); (ix) the other party has given prior written approval to the disclosure or use; (x) the information is independently developed after the relevant Closing (other than by breach of the Confidentiality Agreements or of this Agreement); (xi) the disclosure is made to Estonian banking institutions and is reasonably required to facilitate the opening by the Purchaser (or the Relevant Purchaser of the Baltics Shares) of a securities account for the purposes of the transfer of the Baltics Shares; or (xixii) the disclosure is reasonably required to facilitate any information and/or consultation process with any employees or Representative Body (as defined in paragraph 7 of Schedule 9), or any equivalent body of any member of the Seller’s Group or the Purchaser’s Group, or to allow any such body to comply with Applicable Law or its obligations under a Wider Transaction Document, provided that prior to disclosure or use of any information pursuant to Clause 13.2.3(i), (ii), (iii) or (vii), the party concerned shall, where not prohibited by law, consult with the other party insofar as is reasonably practicable and take reasonable account of the other party’s views.