Common use of Disclosure to Governmental Authorities Clause in Contracts

Disclosure to Governmental Authorities. (a) Notwithstanding any other provision in this Agreement, a Party (the “disclosing Party”) may disclose the other Party’s Confidential Information it receives in order to comply with any subpoena, ruling or request of any governmental, judicial, legislative, administrative or regulatory authority, body or committee or any self-regulatory body (including any securities or commodities exchange or The Financial Industry Regulatory Authority (“Authority”) requiring such Confidential Information; provided that, the disclosing Party will, to the extent permitted, provide the other party hereto prompt notice of such request or requirement so that the other Party, at its own cost, may seek a protective order. If, failing the entry of a protective order the disclosing Party is, in the advice of its counsel, required to disclose Confidential Information, then the disclosing Party may disclose that portion of the Confidential Information and will cooperate with the other Party in its efforts to obtain a protective order or other reliable assurance that only the designated portion of the Confidential Information will be disclosed. The disclosing Party will be entitled to reimbursement of reasonable expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. (b) Notwithstanding the foregoing, the Parties agree that: (i) either party may be required to provide information, potentially including Confidential Information to FERC in order to comply with FERC Form 1 or FERC transaction reporting requirements. Each Party agrees that to the extent it is required to provide FERC any such Confidential Information, the Party required to provide such Confidential Information will provide only the Confidential Information that is reasonably necessary to comply with such reporting requirements and shall not be required to comply with the provisions of Section 10(a) of this Agreement unless there have been substantive changes to the information required for FERC reporting purposes. (ii) either party may be required by law, including but not limited to by operation of Section 7-510(c)(4)(ii)(5) of the Public Utility Companies Article, to publicly disclose Confidential Information. Each Party agrees that to the extent that it is required to disclose such Confidential Information, the Party required to make the disclosure will disclose only the Confidential Information that is reasonably necessary to comply with such legal requirements and shall not be required to comply with the provisions of Section 10(a) of this Agreement.

Disclosure to Governmental Authorities. (a) Notwithstanding any other provision in this Agreement, a A Party (the “disclosing Party”) may also disclose the other Party’s Confidential Information it receives in order to comply with any subpoena, ruling or request of any governmental, judicial, legislative, administrative or regulatory authority, body or committee or any self-regulatory body (including any securities or commodities exchange or The Financial Industry Regulatory Authority authority (“Authority”) requiring such Confidential Information; provided that, the disclosing Party will, to the extent permitted, provide a) promptly informs the other party hereto prompt notice Party of such request the substance of any inquiries, requests or requirement so requirements in order to afford the other Party an opportunity to attempt to prevent or limit the disclosure of the Confidential Information; b) makes a good faith effort to persuade the Authority (i) that submission of the Confidential Information should not be required, or, if that effort fails, (ii) that submission of the Confidential Information on a non-public basis should be permitted; and c) endeavors in good faith to protect the Confidential Information provided to an Authority from disclosure to Third Parties. If an Authority orders the disclosing Party to disclose any documents containing the other Party’s Confidential Information, the disclosing Party shall a) attempt to obtain from the other Party, at its own costif the Authority allows the time, may seek a protective order. If“Public Disclosure Copy”, failing or b) if the entry of Authority does not allow such time, shall prepare itself a protective order the disclosing Party is, “Public Disclosure Copy” in the advice of its counsel, required to disclose Confidential Information, then the disclosing Party may disclose that portion of which the Confidential Information and will cooperate with has been redacted to the other Party in its efforts to obtain a protective order or other reliable assurance extent that only such redaction is permitted by the designated portion of the Authority requiring disclosure. Confidential Information will be disclosed. The disclosing Party will be entitled to reimbursement of reasonable expenses, including the fees and expenses of counsel, incurred in connection with actions taken disclosed pursuant to this provisionSection 10 on a non-public basis shall not lose its status as Confidential Information by virtue of such non-public disclosure. (b) Notwithstanding the foregoing, the Parties agree that: (i) that either party may be required to provide information, potentially including Confidential Information to FERC in order to comply with FERC Form 1 or FERC transaction reporting requirements. Each Party agrees that to the extent it is required to provide FERC any such Confidential Informationinformation, the Party required to provide such Confidential Information information will provide only the Confidential Information information that is reasonably necessary to comply with such reporting requirements and shall not be required to comply with the provisions of Section 10(a) of this Agreement unless there have been substantive changes to the information required for FERC reporting purposes. (ii) either party may be required by law, including but not limited to by operation of Section 7-510(c)(4)(ii)(5) of the Public Utility Companies Article, to publicly disclose Confidential Information. Each Party agrees that to the extent that it is required to disclose such Confidential Information, the Party required to make the disclosure will disclose only the Confidential Information that is reasonably necessary to comply with such legal requirements and shall not be required to comply with the provisions of Section 10(a) of this Agreement.

Disclosure to Governmental Authorities. (a) Notwithstanding any other provision in this Agreement, a Party (the “disclosing Party”) may disclose the other Party’s Confidential Information it receives in order to comply with any subpoena, ruling or request of any governmental, judicial, legislative, administrative or regulatory authority, body or committee or any self-regulatory body (including any securities or commodities exchange or The Financial Industry Regulatory Authority (“Authority”) requiring such Confidential Information; provided that, the disclosing Party will, to the extent permitted, provide the other party hereto prompt notice of such request or requirement so that the other Party, at its own cost, may seek a protective order. If, failing the entry of a protective order the disclosing Party is, in the advice of its counsel, required to disclose Confidential Information, then the disclosing Party may disclose that portion of the Confidential Information and will cooperate with the other Party in its efforts to obtain a protective order or other reliable assurance that only the designated portion of the Confidential Information will be disclosed. The disclosing Party will be entitled to reimbursement of reasonable expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. (b) . Notwithstanding the foregoing, the Parties agree that: (i) : either party may be required to provide information, potentially including Confidential Information to FERC in order to comply with FERC Form 1 or FERC transaction reporting requirements. Each Party agrees that to the extent it is required to provide FERC any such Confidential Information, the Party required to provide such Confidential Information will provide only the Confidential Information that is reasonably necessary to comply with such reporting requirements and shall not be required to comply with the provisions of Section 10(a) of this Agreement unless there have been substantive changes to the information required for FERC reporting purposes. (ii) . either party may be required by law, including but not limited to by operation of Section 7-510(c)(4)(ii)(5) of the Public Utility Companies Article, to publicly disclose Confidential Information. Each Party agrees that to the extent that it is required to disclose such Confidential Information, the Party required to make the disclosure will disclose only the Confidential Information that is reasonably necessary to comply with such legal requirements and shall not be required to comply with the provisions of Section 10(a) of this Agreement.