Exempted Disclosure. The foregoing restriction on the use and nondisclosure of Confidential Information will not include information which: (i) is, or hereafter becomes, through no act or failure to act on the part of Observer, generally known or available to the public; (ii) was acquired by Observer before receiving such information from the Company, without restriction as to use or disclosure; (iii) is hereafter furnished to Observer by a third party, without, to Observer’s knowledge, restriction as to use or disclosure; (iv) such information was independently developed by Observer; or (v) is required or requested to be disclosed pursuant to judicial, regulatory or administrative process or court order, provided, that to the extent permitted by law, rule or regulation and reasonably practicable under the circumstances, Observer gives the Company prompt notice of such required disclosure so that the Company may challenge the same.
Exempted Disclosure. The foregoing restrictions in Section 1.5.1 on the use and nondisclosure of Confidential Information will not include information that: (i) is, or hereafter becomes, through no act or failure to act in breach of this Agreement or any other agreement to which REIT or any of its Representatives is a party, generally known or available to the public or otherwise part of the public domain at the time of its disclosure to REIT; (ii) was acquired by REIT before receiving such information from CES, without restriction as to use or disclosure; (iii) is or was furnished to REIT by a third party, without, to REIT’s knowledge, restriction as to use or disclosure; (iv) subject to the last sentence of this Section 1.5.2, is required to be disclosed pursuant to judicial, regulatory or administrative process, subpoena, deposition, interrogatories, court order not initiated by such person, requests for information from a governmental, regulatory or supervisory authority, or is (based on the advice of counsel) required to be disclosed in order not to be in violation of any applicable law, regulation, order or other similar requirement of any governmental, regulatory or supervisory authority (including, but not limited to, any gaming authority) or any applicable listing agreement; or (v) is or was independently developed by REIT or any of its Representatives without use of or reference to any information or materials disclosed by or on behalf of CES (including Confidential Information). If REIT or any Representative is required or requested to disclose the Confidential Information as contemplated by the foregoing clause (iv), (a) REIT shall, to the extent permitted by law, rule or regulation and reasonably practicable under the circumstances, provide CES with prompt written notice of any such request or requirement so that CES may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and (b) REIT shall, at CES’s expense, reasonably cooperate with CES to protect the confidentiality of the Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by CES, REIT is nonetheless advised by its counsel that REIT is legally compelled to disclose Confidential Information, REIT may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises is legally required to be disclosed, provided that REIT exercises commercially ...
Exempted Disclosure. The term Information and the foregoing restriction on the disclosure of Information will not include information which: (i) was, is, or hereafter becomes generally known or available to the public other than as the result of the Investor’s or its Representatives’ disclosure in violation of this Agreement; (ii) was or is hereafter acquired by the Investor or its Representatives from a source other than the Company without, to the Investor’s knowledge, restriction as to disclosure; (iii) was independently developed by or for the Investor or its Representatives without use of or reference to the Information or Investor acquired such information from the Company in connection with the Investor or its affiliates being a lender to the Company or its affiliate, including pursuant to the Purchase Agreement (subject to the confidentiality provisions thereof); (iv) is subsequently and expressly granted permission to disclose by the Company in writing (with email being sufficient); or (v) is required or requested to be disclosed by the Investor or any of its Representatives pursuant to law, regulation, judicial, regulatory or administrative process or court order, including, without limitation, through or in connection with any legal proceeding by subpoena or discovery request or otherwise, subject to all applicable defenses; provided, that to the extent permitted by law, rule or regulation and reasonably practicable under the circumstances, the Investor shall give the Company reasonably prompt notice of such required disclosure so that the Company may, at its sole cost and expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; provided that no such notice shall be required for disclosure in connection with an audit or to any governmental agency, regulatory authority or self-regulatory authority (including, without limitation, bank and securities examiners) having or claiming to have authority to regulate or oversee the Investor.
Exempted Disclosure. (a) The duty of confidentiality contemplated by this Chapter shall not apply to any information which: (i) may be disclosed in accordance with this Agreement; (ii) is publicly available at the time of disclosure through no disclosure by any Party or its Affiliates or its or their respective officers, directors, employees, agents, representatives, accountants or counsels in violation of this Agreement; (iii) is received by a Party from a bona fide third party without any duty of confidentiality; or (iv) is disclosed to the extent agreed upon by the Parties. In addition, a Party may disclose the foregoing information to its Affiliates or its or their respective investors, officers, directors, employees, partners, shareholders, agents, representatives, accountants and counsels to the extent required for the performance of this Agreement, provided, however, that such Party shall ensure that such persons shall assume the same duty of confidentiality as it.
