Common use of Compulsory Disclosure Clause in Contracts

Compulsory Disclosure. 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 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 state boards of accountancy or obligations thereunder, 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 request and the proposed disclosure, the circumstances surrounding such request or requirement, the reason that such disclosure is required 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 is, nonetheless, on the advice of its counsel, required by Law to disclose any Evaluation Material, such party or such party’s Representative may disclose to the applicable tribunal or other person only that portion of the Evaluation Material or Transaction Information, as the case may be, which such counsel advises it is required by Law to be disclosed, provided that such party, and, if appropriate, such party’s Representative, exercise reasonable efforts to continue to preserve, and have such 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 its Representatives will continue to be bound by its and their obligations of confidentiality (including, without limitation, with respect to any such Evaluation Material or Transaction Information disclosed pursuant to this Paragraph 2.2) and other obligations hereunder.

Compulsory Disclosure. In the event that a party or the Recipient or, to the knowledge of the Recipient, any of its Representatives receives a request Related Parties are requested or required (by depositionoral questions, interrogatoryinterrogatories, request requests for information or documents, subpoena, civil investigative demand investigation, demand, order or similar processother legal, [______], 20[__] regulatory or administrative process or otherwise in connection with any judicial, regulatory or administrative proceeding) to disclosedisclose (i) any Confidential Material or (ii) any information relating to the opinion, judgment or are otherwise required by law or any rule recommendation of any securities exchange to which it such Person concerning the Disclosing Party or any of its Representatives is subject (eachRelated Parties obtained by the Recipient in connection with its rights under the Board Observation Agreement, a “Law”), including, for purposes of accountants, applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunderRecipient will, to disclosethe extent permitted by law, any of promptly notify the Evaluation Material or Transaction Information, as the case may be, such party shall (i) provide the other party with prompt written notice Disclosing Party of such request or requirement, along with, to the extent applicable, a copy of the request and the proposed disclosure, the circumstances surrounding such request or requirement, the reason that such disclosure is required and the time and place such disclosure is expected to be made, in each case with sufficient specificity requirement so that the other party Disclosing Party, at its sole expense, may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and (ii) if requested by the and/or take any other party, then assist the other party in seeking a protective order or other appropriate remedy in response to such request or requirementmutually agreed action. 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, ifIf, in the absence of a protective order or other remedy or the receipt of a waiver by hereunder, the other party, such party is, Recipient or any of its Representatives is, nonethelessRelated Parties are, on the advice of its such Person’s internal legal counsel, required by Law to disclose any Evaluation Materialsuch information, such party the Recipient or such party’s Representative Related Party may disclose to the applicable tribunal or other person only that portion of the Evaluation Material or Transaction Informationrequested information that such Person’s legal counsel advises that such Person is required to disclose. In any event, as the case may beRecipient and its Related Parties will furnish only that portion of the information, which such counsel advises it is legally required by Law to be disclosedand will, provided that such party, and, if appropriate, such party’s Representativeat the sole cost and expense of the Disclosing Party, exercise commercially reasonable efforts to continue obtain reliable assurance that confidential treatment will be accorded the information. In addition, neither the Recipient nor any of its Related Parties will oppose reasonable action by the Disclosing Party to preserve, and have such tribunal obtain an appropriate protective order or other person preservereliable assurance that such confidential treatment will be so accorded and the Recipient and its Related Parties shall, at the confidentiality Disclosing Party's sole expense, reasonably cooperate with the Disclosing Party to obtain such order or other assurance. The Recipient and/or its Related Parties shall have no obligation to comply with the notice or cooperation requirements 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 4 in the case of any regulatory audit or other person subject to a protective order other similar remedy that preserves the confidentiality of such information, such party and its Representatives will continue to be bound by its and their obligations of confidentiality (including, without limitation, with respect to any such Evaluation Material or Transaction Information disclosed pursuant to this Paragraph 2.2) and other obligations hereunderexamination.

Compulsory Disclosure. In the event that a party you or any of its your Representatives (other than Approved Financing Sources) receives a request (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose, or are is otherwise required by law law, regulation, or regulatory authority or order or any rule of any securities stock exchange to which it you or any of its your Representatives is 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 state boards of accountancy or obligations thereunder, ) to disclose, any of the Evaluation Material Material, you or Transaction Informationsuch Representative (other than Approved Financing Sources) shall, as the case may beunless prohibited by Law, such party shall (i) provide the other party Company and the Special Committee with prompt written notice of such request or requirement, along with, to the extent applicable, a copy of the request and the proposed disclosure, the circumstances surrounding such request or requirement, the reason that such disclosure is required and the time and place such disclosure is expected to be made, in each case with sufficient specificity so that the other party Company and/or the Special Committee may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreementletter agreement, and (ii) if requested by the other partyCompany and/or the Special Committee, then assist the other party Company and/or the Special Committee (in each case, at the Company’s sole expense) 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 you shall not, and will shall cause its your Representatives (other than Approved Financing Sources) not to, oppose any action by the other party Company and/or the Special Committee to obtain such a protective order or other remedy. Notwithstanding Paragraph 2.1 hereof2.1, if, in the absence of a protective order or other remedy or the receipt of a waiver by the other partyCompany and the Special Committee, such party isyou are, or any of its your Representatives is, nonetheless, on the advice of its counsel, required by Law to disclose any Evaluation Material, such party you or such party’s Representative may disclose to the applicable tribunal or other person only that portion of the Evaluation Material or Transaction Information, as the case may be, which such counsel advises it is required by Law to be disclosed, provided that such partyyou, andor, if appropriateapplicable, such party’s Representative, exercise commercially reasonable efforts to continue to preserve, and have such tribunal or other person preserve, the confidentiality of such Evaluation Material to the extent consistent with LawMaterial. 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 information2.2, such party you and its your Representatives will continue to be bound by its your and their obligations of confidentiality (including, without limitation, with respect to any such Evaluation Material or Transaction Information disclosed pursuant to this Paragraph 2.2) and other obligations hereunder. Notwithstanding the foregoing, you may make filings (and disclosures required therein) under Section 13(d) of the Exchange Act that are on the advice of counsel required to be made by you or your Representatives without complying with this Paragraph 2.2; provided, that you have provided notice of your intent to make such filing (along with a reasonable description of the material items that will be disclosed in such filing) to the Special Committee as promptly as practical and in any event at least eight (8) hours prior to the filing thereof.