Forced Disclosure Clause Samples

Forced Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by any applicable Law or Order (including any applicable securities Laws or stock exchange rules or policies) or under a proper discovery request (a “Required Disclosure”). In such case, the Receiving Party may either use reasonable efforts to resist disclosing the Confidential Information by seeking to obtain a protective order or otherwise limit the disclosure, or by giving prompt notice to the Disclosing Party and, if requested by the Disclosing Party, cooperating with the Disclosing Party (at the Disclosing Party’s expense) to obtain a protective order or otherwise limit the disclosure. In addition, if Licensor is required to disclose any of Licensee’s or its Affiliate’s Confidential Information as the result of a Required Disclosure, Licensor must (except as provided below) first provide Licensee: (a) reasonable prior written notice of the disclosure; and (b) a letter from Licensor’s counsel confirming that the Confidential Information is, in fact, required to be disclosed. To the extent a Required Disclosure is required by securities Laws or stock exchange rules or policies applicable to Licensor or its Affiliates, as determined by Licensor, acting reasonably, Licensor must first give prompt written notice to Licensee (and in no event less than two (2) business days prior to the date such Required Disclosure is required to be made) which notice will include a draft of the proposed disclosure and a memorandum or other written analysis from Licensor’s counsel outlining the required scope and content of the Required Disclosure and confirmation that the Required Disclosure is required to be disclosed (such notice, draft Announcement and memorandum or other written analysis, the “Required Disclosure Notice”). Licensee will promptly provide any comments it has to such Announcement and Licensor shall give such comments due consideration. In addition, Licensor will not, and will cause its respective officers, directors, employees and consultants to not, issue or cause the publication or filing of such Required Disclosure that includes disclosures identifying or relating to Licensee or its Affiliates (a “Licensee-Related Announcement”) unless Licensee has provided its prior written consent as to the form, content and timing of such disclosure, such consent not to be unreasonably withheld or delayed.

Forced Disclosure. 5.1 In the event that the Receiving Party is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order, it will: 5.1.1 advise the Disclosing Party thereof in writing prior to disclosure, to the extent legally possible; 5.1.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 5.1.3 afford the Disclosing Party a reasonable opportunity, to the extent legally possible, to intervene in the proceedings; 5.1.4 comply with the Disclosing Party's reasonable requests, if allowable, as to the manner and terms of any such disclosure; and 5.1.5 notify the Disclosing Party of the Receiving Party of, and the form and extent of, any such disclosure or announcement immediately after it is made, to the extent legally possible.

Forced Disclosure. In the event that the Recipient is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order or rules governing a securities exchange on which the Recipient is listed or about to be listed, it will – advise the Disclosing Party thereof in writing prior to disclosure, if possible; take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; afford the Disclosing Party a reasonably opportunity, if possible, to intervene in any relevant proceedings; Comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure; and notify the Disclosing Party of the Recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made

Forced Disclosure. 6.1 In the event that the Recipient is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order or rules governing a securities exchange on which the Recipient is listed or about to be listed, it will – 6.1.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible; 6.1.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 6.1.3 afford the Disclosing Party a reasonably opportunity, if possible, to intervene in any relevant proceedings; 6.1.4 Comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure; and 6.1.5 notify the Disclosing Party of the Recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made

Forced Disclosure. 7.1 If any member of the Recipient's Group or any of their respective Related Persons becomes required, in the circumstances contemplated by clause 3.1(e), to disclose any Confidential Information, the Recipient shall use its reasonable endeavours, and (where appropriate and practicable) shall procure that each member of the Recipient's Group and their respective Related Persons shall use their reasonable endeavours, to the extent reasonably practicable and legally permissible, to: (a) give such notice of the requirement as is reasonably practicable in the circumstances to the Company before any Confidential Information is so disclosed; (b) co-operate with the Company and take such steps as the Company may reasonably require in order to enable the Company to mitigate the effects of, or avoid the requirement for, any such disclosure; and (c) reasonably consider the views of the Company as to the wording of any announcement that may be required, provided always that this clause shall not prevent the Recipient from complying with its announcement obligations and making an announcement in a form approved by it in its sole discretion. 7.2 Notwithstanding clause 7.1 (and without prejudice to its generality), the parties acknowledge and agree that an announcement may be required pursuant to Rule 2.2 of the Code in circumstances where it is not reasonably practicable for prior notice to be given to the other party of that announcement and/or of its terms.

Forced Disclosure. If the Executive is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Executive shall provide an officer of the Company with prompt written notice of such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

Forced Disclosure. 8.1. In the event that the Receiving Party is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation, court order or rules of a stock exchange upon which the securities of a Party are listed, it will: 8.1.1. advise the Disclosing Party thereof in writing prior to disclosure, if possible and if permitted by law;

Forced Disclosure. If any of the Seller, the Stockholders or any Affiliate thereof is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, such Person will use its reasonable best efforts to notify the Purchaser promptly of such request or requirement so that the Purchaser may seek an appropriate protective order or waive compliance with the provisions of this Section 4.1. If, in the absence of such a protective order or waiver, such Seller, Stockholder or Affiliate thereof is compelled to disclose any Confidential Information, such Person will use his or its reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed.

Forced Disclosure. 4.1 Each Party may disclose Confidential Information to the minimum extent required by: (a) any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; or (b) the rules of any listing authority or stock exchange on which the shares of any of its Affiliates are listed; or (c) the laws or regulations of any country with jurisdiction over the affairs of any Party or its Affiliates. 4.2 Before either Party discloses any Confidential Information under this clause, it shall (to the extent permitted by law) use its reasonable endeavours to: (a) inform the other Party of the full circumstances of the disclosure and the Confidential Information that will be disclosed; (b) consult with the other Party as to possible steps to avoid or limit disclosure and take those steps where they would not result in significant adverse consequences to the first Party; (c) gain assurances as to confidentiality from the body to whom the Confidential Information is to be disclosed; and (d) where the disclosure is by way of public announcement, agree the wording with the other Party in advance. 4.3 The Parties shall co-operate with each other in bringing any legal or other proceedings to challenge the validity of the requirement to disclose Confidential Information (at the cost and expense of the Party seeking to avoid disclosure). 4.4 If either Party is unable to inform the other Party before Confidential Information is disclosed, it shall (to the extent permitted by law) inform the other Party immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed. 4.5 Party A is a subsidiary of ▇.▇. ▇▇▇▇▇▇-Mærsk A/S ("APMM"), a company listed on the NASDAQ OMX Nordic Exchange -Copenhagen, which may be legally obliged to publish certain information relating to it that could influence the price of its shares. Party B has been made aware that APMM may be required to announce certain details of the Project which may include Confidential Information, to the NASDAQ OMX Nordic Exchange -Copenhagen and agrees to allow Party A to use the Confidential Information for this purpose provided that Party A has complied with the provisions set forth in this clause.