Common use of Compelled Disclosures Clause in Contracts

Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information, including Customer Information, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer Information, pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer Information, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer Information, so disclosed. Notwithstanding any provision of this Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.

Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Proprietary or Confidential Information, including Customer InformationGap Data, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Proprietary or Confidential Information, including Customer InformationGap Data, pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days Business Days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Proprietary or Confidential Information, including Customer InformationGap Data, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Proprietary or Confidential Information, including Customer InformationGap Data, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Proprietary or Confidential Information, including Customer InformationGap Data, so disclosed. Notwithstanding any provision of this Section 10.7 anything to the contrarycontrary in this Agreement, the Receiving Party will Parties acknowledge that confidentiality requirements herein do not be obligated preclude disclosures with regard to notify the Disclosing Party and to limit disclosure tax treatment or tax structure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agencytransactions under this Agreement.

Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the party receiving Confidential Information ("Receiving Party"), the Receiving Party may disclose Confidential Information, including Customer and Employee Information, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as As soon as reasonably possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer and Employee Information, if applicable, pursuant thereto, the Receiving Party will so notify the party that disclosed the Confidential And Proprietary Execution Version Confidential Information ("Disclosing Party Party") in writing and, if reasonably possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer and Employee Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer and Employee Information, that may result from such disclosure. The Receiving Party will at the Disclosing Party's expense, unless the compelled disclosure is due to a breach of this Agreement by the Receiving Party in which case at the Receiving Party's expense, cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer and Employee Information, so disclosed. Notwithstanding any provision of this Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.

Compelled Disclosures. To In the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, event that the Receiving Party may or any of its Representatives receives a subpoena, interrogatory or other request for Confidential Information or reasonably believes that it is required or legally compelled to disclose any of the Confidential InformationInformation to a third party, including Customer Information, in accordance with such law a governmental or order or requirement, subject other regulatory body to the following conditions: To the extent permitted under such law, order or requirement, as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer Information, pursuant theretowhose jurisdiction it is subject, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will (unless prohibited by law) provide the Disclosing Party with prompt notice not less than five as soon as practicable (5) business days prior and, to the required disclosureextent possible, before such disclosure has occurred), so that the Disclosing Party or any of its affiliates may seek a protective order or other appropriate remedy. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer Information, pending (in the outcome absence of any measures taken conflicting interest as advised by counsel) act reasonably to cooperate with the Disclosing Party and its affiliates to contest, otherwise oppose obtain such protective order or seek to limit such disclosure other remedy. Even in the event of a conflict of interest as advised by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer Information, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer Information, so disclosed. Notwithstanding any provision of this Section 10.7 to the contrarycounsel, the Receiving Party will not be obligated object to notify efforts by the Disclosing Party and or its affiliates to limit disclosure of Confidential Informationobtain such protective order or other remedy. In the event that such a protective order or other protective remedy is not obtained, including Customer Information, the Receiving Party will furnish only that portion of the Disclosing Party in the event such disclosure of Confidential Information that is requested or demanded, or that is legally required in the context opinion of an examination of counsel, as applicable, and in each case, shall use reasonable efforts to cause confidential treatment to be accorded to such Confidential Information. Notwithstanding anything to the contrary in this Agreement, Receiving Party and/or and its Representatives may disclose any Confidential Information to an applicable regulatory authority at such authority’s request or requirement (whether pursuant to an audit, exam, or otherwise) without obligation to notify hereunder to the extent that any such request or requirement does not specifically mention the Disclosing Party by a regulatory agency.Party, or specifically address or call for the Confidential Information. September 24, 2018

Compelled Disclosures. To In the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, event that the Receiving Party may receives a subpoena, interrogatory or other request for Confidential Information or reasonably believes that it is required or legally compelled to disclose any of the Confidential InformationInformation to a third party, including Customer Information, in accordance with such law a governmental or order or requirement, subject other regulatory body to the following conditions: To the extent permitted under such law, order or requirement, as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer Information, pursuant theretowhose jurisdiction it is subject, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will (unless prohibited by law) provide the Disclosing Party with prompt notice not less than five as soon as practicable (5) business days prior and, to the required disclosureextent possible, before such disclosure has occurred), so that the Disclosing Party or any of its affiliates may seek a protective order or other appropriate remedy. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer Information, pending (in the outcome absence of any measures taken conflicting interest as advised by counsel) act reasonably to cooperate with the Disclosing Party and its affiliates to contest, otherwise oppose obtain such protective order or seek to limit such disclosure other remedy. Even in the event of a conflict of interest as advised by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer Information, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer Information, so disclosed. Notwithstanding any provision of this Section 10.7 to the contrarycounsel, the Receiving Party will not be obligated object to notify efforts by the Disclosing Party and or its affiliates to limit disclosure of Confidential Informationobtain such protective order or other remedy. In the event that such a protective order or other protective remedy is not obtained, including Customer Information, the Receiving Party will furnish only that portion of the Disclosing Party in the event such disclosure of Confidential Information that is requested or demanded, or that is legally required in the context opinion of an examination of counsel, as applicable, and in each case, shall use reasonable efforts to cause confidential treatment to be accorded to such Confidential Information. Notwithstanding anything to the contrary in this Agreement, Receiving Party and/or may disclose any Confidential Information to an applicable regulatory authority at such authority’s request or requirement (whether pursuant to an audit, exam, or otherwise) without obligation to notify hereunder to the extent that any such request or requirement does not specifically mention the Disclosing Party by a regulatory agencyParty, or specifically address or call for the Confidential Information.

Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the party receiving Confidential Information (“Receiving Party”), the Receiving Party may disclose Confidential Information, including Customer and Employee Information, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as As soon as reasonably possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer and Employee Information, if applicable, pursuant thereto, the Receiving Party will so notify the party that disclosed the Confidential And Proprietary Execution Version Confidential Information (“Disclosing Party Party”) in writing and, if reasonably possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer and Employee Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer and Employee Information, that may result from such disclosure. The Receiving Party will at the Disclosing Party’s expense, unless the compelled disclosure is due to a breach of this Agreement by the Receiving Party in which case at the Receiving Party’s expense, cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer and Employee Information, so disclosed. Notwithstanding any provision of this Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.

Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the party receiving Confidential Information ("Receiving Party"), the Receiving Party may disclose Confidential Information, including Customer and Employee Information, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as As soon as reasonably possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer and Employee Information, if applicable, pursuant thereto, the Receiving Party will so notify the party that disclosed the Confidential Information ("Disclosing Party Party") in writing and, if reasonably possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer and Employee Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer and Employee Information, that may result from such disclosure. The Receiving Party will at the Disclosing Party's expense, unless the compelled disclosure is due to a breach of this Agreement by the Receiving Party in which case at the Receiving Party's expense, cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer and Employee Information, so disclosed. Notwithstanding any provision of this Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.

Compelled Disclosures. To the extent required by applicable law law, rule or regulation, or by lawful order or requirement of a court or governmental authority Governmental Authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information, including Customer Information, Information in accordance with such law or law, rule, regulation, order or requirement, subject to the following conditions: To the extent permitted under such . Unless prohibited by applicable law, order rule or requirementregulation, as soon as possible after becoming aware of such law, rule, regulation, order or requirement and and, to the extent reasonably practicable, prior to disclosing any Confidential Information, including Customer Information, Information pursuant thereto, the Receiving Party will so shall notify the Disclosing Party thereof in writing and, if possibleto the extent reasonably practicable, the Receiving Party will shall provide the Disclosing Party notice of not less than five (5) business days Business Days prior to the required disclosure. The Receiving Party will shall use commercially reasonable efforts not to release Confidential Information, including Customer Information, Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer Information, Information that may result from such disclosure. The Receiving Party will shall reasonably cooperate with and provide reasonable assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer Information, Information so disclosed. Notwithstanding any provision of this Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.21 Exhibit 10.1 Execution Copy 4.5

Compelled Disclosures. To the extent required by applicable law law, rule or regulation, or by lawful order or requirement of a court or governmental authority Governmental Authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information, including Customer Information, Information in accordance with such law or law, rule, regulation, order or requirement, subject to the following conditions: To the extent permitted under such . Unless prohibited by applicable law, order rule or requirementregulation, as soon as possible after becoming aware of such law, rule, regulation, order or requirement and and, to the extent reasonably practicable, prior to disclosing any Confidential Information, including Customer Information, Information pursuant thereto, the Receiving Party will so shall notify the Disclosing Party thereof in writing and, if possibleto the extent reasonably practicable, the Receiving Party will shall provide the Disclosing Party notice of not less than five (5) business days Business Days prior to the required disclosure. The Receiving Party will shall use commercially reasonable efforts not to release Confidential Information, including Customer Information, Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer Information, Information that may result from such disclosure. The Receiving Party will shall reasonably cooperate with and provide reasonable assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer Information, Information so disclosed. Notwithstanding any provision of this Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.Execution Copy

Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Proprietary or Confidential Information, including Customer InformationGap Data, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Proprietary or Confidential Information, including Customer InformationGap Data, pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days Business Days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Proprietary or Confidential Information, including Customer InformationGap Data, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Proprietary or Confidential Information, including Customer InformationGap Data, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Proprietary or Confidential Information, including Customer InformationGap Data, so disclosed. Notwithstanding any provision of this Section 10.7 anything to the contrarycontrary in this Agreement, the Receiving Party will Parties acknowledge that confidentiality requirements herein do not be obligated preclude disclosures with regard to notify the Disclosing Party tax treatment or tax structure of transactions under this Agreement. Gap Confidential and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Proprietary Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.115