Common use of Clause 14 Clause in Contracts

Clause 14. 2.1 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 any party (or its holding company) are listed; (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements or any other agreement entered into under or pursuant to this Agreement or 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 ratings agency on a confidential basis in connection with the affairs of the disclosing party; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any of their respective Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viii) the information is or becomes publicly available (other than by breach of this Agreement); (ix) the other party has given prior written approval to the disclosure or use; or (x) the information is independently developed, provided that prior to disclosure or use of any information pursuant to Clause 14.2.2(i), (ii) or (iii), the party concerned shall, where not prohibited by law, promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Clause 14. 2.1 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 law or any stock exchange Governmental Authority on which the shares of any party (Party or its holding company) company are listedlisted (including where this is required as part of its financial reporting requirements and any actual or potential offering, placing and/or sale of securities of any member of the Sellers’ Group or the Purchaser’s Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements Agreement or any other agreement entered into under or pursuant to this Agreement or to enable a determination to be made by the Reporting Accountants under this Agreement; (iviii) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing partyParty; (iv) the disclosure is made to a party to whom assignment is permitted under Clause 15.3 (No Assignment) on terms that such assignee undertakes to comply with the provisions of Clause 14.2 in respect of such information as if it were a party to the Agreement; (v) the disclosure is made to a ratings agency professional advisers of any Party on a confidential need to know basis in connection on terms that such professional advisers undertake to comply with the affairs provisions of the disclosing partyClause 14.2.2 in respect of such information as if they were a Party to this Agreement; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any of their respective Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ixvii) the other party has Parties have given prior written approval to the disclosure or use; or (xviii) the information is independently developeddeveloped after Closing, provided that prior to disclosure or use of any information pursuant to Clause 14.2.2(i), (ii14.2.3(i) or (iiiii), the party Party concerned shall, where not prohibited by law, promptly notify consult with the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or useParties insofar as is reasonably practicable.

Clause 14. 2.1 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 recognised stock exchange on which the shares of any party are listed (including where this is required as part of any actual or its holding company) are listedpotential 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 or the Ancillary Agreements in any party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements Agreement or any other agreement entered into under or pursuant to this Agreement or 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; (viv) the disclosure is made to a ratings agency professional advisers of any party on a confidential need to know basis in connection and on terms that such professional advisers undertake to comply with the affairs provisions of the disclosing partyClause 14.2.2 in respect of such information as if they were a party to this Agreement; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any of their respective Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viiiv) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ixvi) the disclosure is made on a confidential basis to potential purchasers of all or part of the Seller’s Group or the Purchaser’s Group or to their professional advisers or financiers provided that any such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase; (vii) the other party has given prior written approval to the disclosure or use; or (xviii) in the information case of the Purchaser, it is independently developeddisclosure to persons who have agreed to or are contemplating providing funds to it or to its group undertakings (as defined in the Companies Act 1985) or to their professional advisers, provided that prior to disclosure or use of any information pursuant to Clause 14.2.2(i14.2.3(i), (ii) or (iii), the party concerned shall, where not prohibited by law, shall promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Clause 14. 2.1 2.2 shall not prohibit disclosure or use of any information Confidential Information if and to the extent: (i) the disclosure or use is required by lawLaw, any governmental or regulatory body or any recognised stock exchange on which the shares of any party (or its holding company) Party are listed; (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any partyParty; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements Agreement or any other agreement entered into under or pursuant to this Agreement or 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 partyParty; (iv) the disclosure is made to professional advisers of any Party on terms that such professional advisers undertake to comply with the provisions of Clause 14.2.2 in respect of such information as if they were a party to this Agreement; (v) the disclosure is made to a ratings agency on a confidential basis in connection with the affairs of the disclosing party; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any of their respective Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viii) the information Confidential Information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ixvi) the other party Party has given prior written approval to the disclosure or use; or (xvii) the information is independently developed, provided that (a) prior to disclosure or use of any information pursuant to Clause 14.2.2(i14.2.3(i), (ii) 14.2.3(ii), or (iii14.2.3(iii), the party Party concerned shall, where not prohibited by law, (X) shall promptly notify the other parties Party of such requirement with a view to providing the other parties Party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or useuse and (Y) will furnish only that portion of the Confidential Information that such Party is advised by counsel is legally required and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such furnished Confidential Information, and (b) information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions (i)-(vii) merely because such information is embraced by more general information in the public domain or in Party’s possession. In addition, any combination of features shall not be deemed to be within the foregoing exceptions (i)-(ix) merely because individual features are in the public domain or in a Party’s possession, but only if the combination itself and its principle of operation are in the public domain or in a Party’s possession.

Clause 14. 2.1 2.2 shall not prohibit disclosure or use of any information if and to the extentextent that: (i) the disclosure or use is required by law, any governmental or regulatory body or any recognised stock exchange on which the shares or bonds of Tele2 AB or any party (or its holding company) member of the Purchaser’s Group are listed; (ii) the disclosure or use is required to vest the full benefit of this Agreement in the Seller or the Ancillary Agreements in any partyPurchaser; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements Agreement or any other agreement entered into under or pursuant to this Agreement or 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; (viv) the disclosure is made to a ratings agency professional advisers of any party on a confidential need to know basis in connection and on terms that such professional advisers undertake to comply with the affairs provisions of the disclosing partyClause 14.2.2 in respect of such information as if they were a party to this Agreement; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any of their respective Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viiiv) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ixvi) the other party has given prior written approval to the disclosure or use; or (xvii) the information is independently developeddeveloped after Closing, provided that prior to disclosure or use of any information pursuant to Clause 14.2.2(i14.2.3 (i), (ii) or (iii), the party concerned shall, where not prohibited by law, shall promptly notify the other parties party of such requirement with a view to providing the that other parties party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Clause 14. 2.1 2.2 shall not prohibit disclosure or use of any information if and to the extentextent that: (ia) the disclosure or use is required by lawLaw, any governmental or regulatory body or any recognised stock exchange on which the shares of any party (or its holding company) are listedexchange; (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iiib) the disclosure or use is required for the purpose of any arbitral or judicial proceedings Proceedings arising out of this Agreement, the Ancillary Agreements Agreement or any other agreement entered into under or pursuant to this Agreement or 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; (vc) the disclosure is made to a ratings agency on a confidential basis in connection with the affairs professional advisors, independent auditors or actual or potential financiers of the disclosing party; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any or the Purchaser’s Group on terms that such professional advisors, independent auditors or financiers undertake to comply with the provisions of their respective Representatives, Clause 14.2.1 in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep respect of such information confidentialas if they were a party to this Agreement; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viiid) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ixe) the disclosure or use is required to allow a Party to satisfy the public financial reporting requirements applicable to it or its Affiliates as required by the relevant regulatory body; (f) the disclosure is made on a confidential basis to potential purchasers of all or part of the Seller’s Group or the Purchaser’s Group or to their professional advisors or financiers; (g) the other party has given prior written approval to the disclosure or use, such approval not to be unreasonably withheld or delayed in the case of any proposed press release by a Party upon signing or Closing; or (xh) the information is independently developed, developed after Closing; provided that prior to disclosure or use of any information pursuant to Clause 14.2.2(i)14.2.3, (iia) or (iiib), but subject to Clause 14.2.4, the party Party concerned shall, where not prohibited by lawto the extent practical, promptly notify the other parties Party of such requirement with a view to providing the that other parties Party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.