Common use of Compulsory Disclosure Clause in Contracts

Compulsory Disclosure. If either Party or any of its Representatives is requested or required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, subpoena or similar legal process to disclose any Evaluation Material of the other Party or Discussions Disclosure, or such Party believes that any Discussions Disclosure is required for it or any of its Representatives not to be in violation of Applicable Law, such Party shall provide the other Party with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that the other Party may seek an appropriate protective order and/or, in the sole discretion of the other Party, waive compliance by such Party or its applicable Representatives with the applicable provisions of this Agreement. If, in the absence of such a protective order or waiver, any Party or any of its Representatives is nonetheless legally compelled to disclose any Evaluation Material of the other Party or Discussions Disclosure, then such Party or such Representatives may, without liability under this Agreement, disclose only such portion of the other Party’s Evaluation Material or make only such Discussions Disclosure (as applicable) as is legally required to be disclosed; provided that such Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment and the other Party agrees to reimburse such Party and any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material or Discussions Disclosure (as applicable) afforded confidential treatment.

Compulsory Disclosure. If either Party In the event that a party or any of its Representatives receives a request (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose, or are otherwise required by law or any rule of any securities exchange to which it or any of its Representatives is requested subject (each, a “Law”), including, for purposes of accountants, applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or required by interrogatoriesstate boards of accountancy or obligations thereunder, requests for information from a governmentalto disclose, regulatory or supervisory authority, subpoena or similar legal process to disclose any of the Evaluation Material or Transaction Information, as the case may be, such party shall (i) provide the other party with prompt written notice of such request or requirement, along with, to the extent applicable, a copy of the other Party request and the proposed disclosure, the circumstances surrounding such request or Discussions Disclosurerequirement, or the reason that such Party believes that any Discussions Disclosure disclosure is required for it and the time and place such disclosure is expected to be made, in each case with sufficient specificity so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and (ii) if requested by the other party, then assist the other party in seeking a protective order or other appropriate remedy in response to such request or requirement. Without limiting the generality of the foregoing, each party will not, and will cause its Representatives not to, oppose any action by the other party to obtain such a protective order or other remedy. Notwithstanding Paragraph 2.1 hereof, if, in the absence of a protective order or other remedy or the receipt of a waiver by the other party, such party is, or any of its Representatives not to be in violation of Applicable Lawis, such Party shall provide nonetheless, on the other Party with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that the other Party may seek an appropriate protective order and/or, in the sole discretion of the other Party, waive compliance by such Party or its applicable Representatives with the applicable provisions of this Agreement. If, in the absence of such a protective order or waiver, any Party or any advice of its Representatives is nonetheless legally compelled counsel, required by Law to disclose any Evaluation Material of the other Party or Discussions DisclosureMaterial, then such Party party or such Representatives may, without liability under this Agreement, party’s Representative may disclose to the applicable tribunal or other person only such that portion of the other Party’s Evaluation Material or make only Transaction Information, as the case may be, which such Discussions Disclosure (as applicable) as counsel advises it is legally required by Law to be disclosed; , provided that such Party agrees to use (and to cause its applicable Representatives to use) party, and, if appropriate, such party’s Representative, exercise reasonable efforts to obtain assurances that any continue to preserve, and have such disclosed tribunal or other person preserve, the confidentiality of such Evaluation Material to the extent consistent with Law. Notwithstanding any disclosure of Evaluation Material or Transaction Information pursuant to this Paragraph 2.2 to a tribunal or other person subject to a protective order other similar remedy that preserves the confidentiality of such information, such party and Discussions Disclosure its Representatives will continue to be afforded confidential treatment bound by its and the other Party agrees their obligations of confidentiality (including, without limitation, with respect to reimburse such Party and any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material or Discussions Disclosure (as applicableTransaction Information disclosed pursuant to this Paragraph 2.2) afforded confidential treatmentand other obligations hereunder.

Compulsory Disclosure. If either Party Buyer or any of its Representatives is requested or required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, subpoena or similar legal process to disclose any Evaluation Material of the other Party or Discussions Disclosure, or such Party Buyer believes that any Discussions Disclosure is required for it Buyer or any of its Representatives not to be in violation of Applicable Law, such Party Buyer shall provide [Seller] [the other Party Company] with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that [Seller and/or] the other Party Company may seek an appropriate protective order and/or, in the sole discretion of [Seller or] the other PartyCompany, waive compliance by such Party Buyer or its applicable Representatives with the applicable provisions of this Agreement. If, in the absence of such a protective order or waiver, any Party Buyer or any of its Representatives is nonetheless legally compelled to disclose any Evaluation Material of the other Party or Discussions Disclosure, then such Party Buyer or such Representatives may, without liability under this Agreement, disclose only such portion of the other Party’s Evaluation Material or make only such Discussions Disclosure (as applicable) as is legally required to be disclosed; provided that such Party Buyer agrees to use (and to cause its applicable Representatives to use) reasonable efforts to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment and [Seller] [the other Party Company] agrees to reimburse such Party Buyer and any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material or Discussions Disclosure (as applicable) afforded confidential treatment.

Compulsory Disclosure. If either In the event that the Recipient or, to the knowledge of the Recipient, any of its Related Parties are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation, demand, order or other legal, [______], 20[__] regulatory or administrative process or otherwise in connection with any judicial, regulatory or administrative proceeding) to disclose (i) any Confidential Material or (ii) any information relating to the opinion, judgment or recommendation of any such Person concerning the Disclosing Party or any of its Representatives is requested or required Related Parties obtained by interrogatoriesthe Recipient in connection with its rights under the Board Observation Agreement, requests for information from a governmental, regulatory or supervisory authority, subpoena or similar legal process to disclose any Evaluation Material of the other Party or Discussions Disclosure, or such Party believes that any Discussions Disclosure is required for it or any of its Representatives not to be in violation of Applicable Law, such Party shall provide the other Party with prompt prior written notice thereofRecipient will, to the extent not prohibited permitted by Applicable Lawlaw, promptly notify the Disclosing Party of such request or requirement so that the other Party Disclosing Party, at its sole expense, may seek an appropriate protective order and/or, in the sole discretion of the other Party, or waive compliance by such Party or its applicable Representatives with the applicable provisions of this Agreement, and/or take any other mutually agreed action. If, in the absence of such a protective order or waiverthe receipt of a waiver hereunder, any Party the Recipient or any of its Representatives is nonetheless legally compelled Related Parties are, on the advice of such Person’s internal legal counsel, required to disclose any Evaluation Material of such information, the other Party or Discussions Disclosure, then such Party Recipient or such Representatives may, without liability under this Agreement, Related Party may disclose only such that portion of the other Partyrequested information that such Person’s Evaluation Material or make legal counsel advises that such Person is required to disclose. In any event, the Recipient and its Related Parties will furnish only such Discussions Disclosure (as applicable) as that portion of the information, which is legally required to be disclosed; provided that such Party agrees to use (and to cause its applicable Representatives to use) will, at the sole cost and expense of the Disclosing Party, exercise commercially reasonable efforts to obtain assurances reliable assurance that any such disclosed Evaluation Material and Discussions Disclosure confidential treatment will be afforded accorded the information. In addition, neither the Recipient nor any of its Related Parties will oppose reasonable action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that such confidential treatment will be so accorded and the Recipient and its Related Parties shall, at the Disclosing Party's sole expense, reasonably cooperate with the Disclosing Party to obtain such order or other Party agrees assurance. The Recipient and/or its Related Parties shall have no obligation to reimburse such Party and comply with the notice or cooperation requirements of this Paragraph 4 in the case of any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material regulatory audit or Discussions Disclosure (as applicable) afforded confidential treatmentexamination.