Common use of Legally Compelled Disclosures Clause in Contracts

Legally Compelled Disclosures. (a) In the event that a Party is required by applicable Law to disclose any of the Transaction Documents (but excluding this Agreement) or Operations Documents, the Party shall make such disclosure in compliance with the provisions of Section 6.10. The Party required to make such disclosure shall promptly provide notice to the other Parties of such disclosure requirement. The disclosing Party shall furnish for disclosure only that portion of information that is legally required to be disclosed and, with respect to information that would reasonably be considered to be competitively sensitive were it to be publicly disclosed shall exercise its reasonable efforts to seek confidential treatment (but only if confidential treatment is available under applicable Law for such information) in respect of such information to the extent reasonably requested by any other Party and to the maximum extent permitted by Law. The disclosing Party shall (a) provide the other Parties with drafts of any documents or other filings in which it is required to disclose the Transaction Documents (but excluding this Agreement), the Operations Documents or any other confidential information subject to the terms of this Agreement (i) at least two (2) Business Days (or, if two (2) Business Day is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure thereof for any matter to be filed with the Commission as a Current Report on Form 8-K, and (ii) at least five (5) Business Days (or, if five (5) Business Days is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure for any other matter required to be filed with the Commission or any other Governmental Authority, except for matters, financial or otherwise, that the disclosing Party would ordinarily or routinely disclose regarding the Company and the Partnership in filings with the Commission or other Governmental Authority, including, without limitation, Quarterly Reports filed on Form 10-Q, Annual Reports filed on Form 10-K, and Proxy Statements filed on Schedule 14A with the Commission, and (b) shall make any changes to such materials reasonably requested by the other Parties to the extent permitted by Law. (b) Any information provided by a disclosing Party pursuant to this Section 6.10 to the other Parties shall, from and after the date of this Agreement, be kept as confidential by the receiving Party and remain confidential, and shall not be used or disclosed or otherwise released by the receiving Party to any other Person (other than another Party hereto), without the prior written consent of the disclosing Party, unless and only to the extent (i) such disclosure is required by law, subpoena or legal process, and then only after providing prior notice to the disclosing Party, to the extent permitted under applicable law, of the request for such disclosure and of the disclosure that the receiving Party intends to make and using commercially reasonable efforts to prevent or limit the required disclosure, (ii) such information was made available to the receiving Party by a third party without a duty of confidentiality with respect to such information, or (iii) such information was already available, or becomes available, to the public other than as a result of a breach by the receiving Party of this Section 6.10(b).

Appears in 2 contracts

Samples: Omnibus Agreement, Omnibus Agreement (DealerTrack Holdings, Inc.)

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Legally Compelled Disclosures. (a) In the event that a Party is required by applicable Law requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose any of the Transaction Joint Venture Documents (but excluding where such disclosure would be in contravention of the provisions of this Agreement) , the CNDA or Operations Documentsthe Confidentiality Agreement, the Party shall may make such disclosure in compliance with but subject to the provisions of this Section 6.104.9. The Party required to make such disclosure shall promptly provide the other Party with prompt written notice of the requirement to make such disclosure before making such disclosure and will use its reasonable efforts to cooperate fully with the other Party to seek a protective order, confidential treatment, or other appropriate remedy with respect to the other Parties of disclosure. In such disclosure requirement. The event, the disclosing Party shall furnish for disclosure only that portion of the information that is legally required to be disclosed and, with respect to information that would reasonably be considered to be competitively sensitive were it to be publicly disclosed and shall exercise its reasonable efforts to seek obtain reliable assurance that confidential treatment (but only if confidential treatment is available under applicable Law for such information) in respect of will be accorded to such information to the extent reasonably requested by any the other Party and to the maximum extent permitted by possible under Applicable Law. The disclosing Party shall (a) agrees that it will provide the other Parties Party with drafts of any documents or other filings in which it is required to disclose the Transaction Documents (but excluding this Agreement), the Operations other Joint Venture Documents or any other confidential information subject to the terms of this Agreement (i) at least two (2) Business Days (or, if two (2) Business Day is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure thereof for any matter to be filed with the Commission as a Current Report on Form 8-K, K and (ii) at least five (5) Business Days (or, if five (5) Business Days is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure for any other matter required to be filed with the Commission or any other Governmental Authority, except for matters, financial or otherwise, that the disclosing Party would ordinarily or routinely disclose regarding the Company and the Partnership in filings with the Commission or other Governmental Authority, including, without limitation, Quarterly Reports filed on Form 10-Q, Annual Reports filed on Form 10-KEntity, and Proxy Statements filed on Schedule 14A with the Commission, and (b) shall that it will make any changes to such materials as reasonably requested by the other Parties Party to the extent permitted by Law. (b) Any information provided by a disclosing Party pursuant to this Section 6.10 to law or any rules and regulations of the other Parties shall, from and after the date of this Agreement, be kept as confidential by the receiving Party and remain confidential, and shall not be used Commission or disclosed or otherwise released by the receiving Party to any other Person (other than another Party hereto)Governmental Entity, without the prior written consent of the disclosing Party, unless and only to the extent (i) such disclosure is required by law, subpoena or legal process, and then only after providing prior notice to the disclosing Party, to the extent permitted under applicable law, of the request for such disclosure and of the disclosure that the receiving Party intends to make and using commercially reasonable efforts to prevent or limit the required disclosure, (ii) such information was made available to the receiving Party by a third party without a duty of confidentiality with respect to such information, or (iii) such information was already available, or becomes available, to the public other than as a result of a breach by the receiving Party of this Section 6.10(b)applicable.

Appears in 2 contracts

Samples: Master Agreement (Micron Technology Inc), Master Agreement (Micron Technology Inc)

Legally Compelled Disclosures. (a) In the event that a Party is required by applicable Law requested or becomes legally compelled (including pursuant to securities laws and regulations) to disclose any of the Transaction Documents (but excluding Joint Venture Documents, or any of the terms thereof, where such disclosure would be in contravention of the provisions of this Agreement or the Mutual Confidentiality Agreement) or Operations Documents, the Party shall may make such disclosure in compliance with but subject to the provisions of this Section 6.104.9. The Party required to make such disclosure shall promptly provide the other Party with prompt written notice of the requirement to make such disclosure before making such disclosure and will use its reasonable efforts to cooperate fully with the other Party to seek a protective order, confidential treatment or other appropriate remedy with respect to the other Parties of disclosure. In such disclosure requirement. The event, the disclosing Party shall furnish for disclosure only that portion of the information that is legally required to be disclosed and, with respect to information that would reasonably be considered to be competitively sensitive were it to be publicly disclosed and shall exercise its reasonable efforts to seek obtain reliable assurance that confidential treatment (but only if confidential treatment is available under applicable Law for such information) in respect of will be accorded to such information to the extent reasonably requested by any the other Party and to the maximum extent permitted by possible under Applicable Law. The disclosing Party shall (a) agrees that it will provide the other Parties Party with drafts of any documents or other filings in which it is required to disclose the Transaction Documents (but excluding this Agreement), the Operations other Joint Venture Documents or any other confidential information subject to the terms of this Agreement (i) at least two (2) Business Days (or, if two (2) Business Day is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure thereof for any matter to be filed with the Commission as a Current Report on Form 8-K, K and (ii) at least five (5) Business Days (or, if five (5) Business Days is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure for any other matter required to be filed with the Commission or any other Governmental AuthorityEntity (except, except for mattersin either case, financial or otherwise, that to the disclosing Party would ordinarily or routinely disclose regarding the Company and the Partnership in filings extent a shorter time period is required to permit compliance with the Commission or other Governmental Authority, including, without limitation, Quarterly Reports filed on Form 10-Q, Annual Reports filed on Form 10-KApplicable Law), and Proxy Statements filed on Schedule 14A with the Commission, and (b) shall that it will make any changes to such materials as reasonably requested by the other Parties Party to the extent permitted by Applicable Law. (b) Any information provided by a disclosing Party pursuant to this Section 6.10 to the other Parties shall, from and after the date of this Agreement, be kept as confidential by the receiving Party and remain confidential, and shall not be used or disclosed or otherwise released by the receiving Party to any other Person (other than another Party hereto), without the prior written consent of the disclosing Party, unless and only to the extent (i) such disclosure is required by law, subpoena or legal process, and then only after providing prior notice to the disclosing Party, to the extent permitted under applicable law, of the request for such disclosure and of the disclosure that the receiving Party intends to make and using commercially reasonable efforts to prevent or limit the required disclosure, (ii) such information was made available to the receiving Party by a third party without a duty of confidentiality with respect to such information, or (iii) such information was already available, or becomes available, to the public other than as a result of a breach by the receiving Party of this Section 6.10(b).. DLI-0000000x0

Appears in 1 contract

Samples: Master Agreement (Micron Technology Inc)

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Legally Compelled Disclosures. (a) In the event that a Party is required by applicable Law requested or becomes legally compelled (including pursuant to securities laws and regulations) to disclose any of the Joint Venture Documents or the Asset Transaction Documents (but excluding Agreements where such disclosure would be in contravention of the provisions of this Agreement) , the CNDA or Operations Documentsthe Amended and Restated Mutual Confidentiality Agreement, the Party shall may make such disclosure in compliance with but subject to the provisions of this Section 6.104.6. The Party required to make such disclosure shall promptly provide notice to the other Parties with prompt written notice of the requirement to make such disclosure requirementbefore making such disclosure and will use its reasonable efforts to reasonably cooperate with the other Parties to seek a protective order, confidential treatment, or other appropriate remedy with respect to the disclosure. The In such event, the disclosing Party shall furnish for disclosure only that portion of the information that is legally required to be disclosed and, with respect to information that would reasonably be considered to be competitively sensitive were it to be publicly disclosed and shall exercise its reasonable efforts to seek obtain reliable assurance that confidential treatment (but only if confidential treatment is available under applicable Law for such information) in respect of will be accorded to such information to the extent reasonably requested by any the other Party Parties and to the maximum extent permitted by possible under Applicable Law. The disclosing Party shall (a) agrees that it will provide the other Parties with drafts of any documents or other filings in which it is required to disclose the Transaction Documents (but excluding this Agreement), the Operations Documents other Joint Venture Documents, the Asset Transaction Agreements or any other confidential information subject to the terms of this Agreement (i) at least two (2) Business Days (or, if two (2) Business Day is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure thereof for any matter to be filed with the Commission as a Current Report on Form 8-K, K and (ii) at least five (5) Business Days (or, if five (5) Business Days is not commercially practicable, a lesser time period as is practicable under the circumstances) prior to the filing or disclosure for any other matter required to be filed with the Commission or any other Governmental Authority, except for matters, financial or otherwise, that the disclosing Party would ordinarily or routinely disclose regarding the Company and the Partnership in filings with the Commission or other Governmental Authority, including, without limitation, Quarterly Reports filed on Form 10-Q, Annual Reports filed on Form 10-KEntity, and Proxy Statements filed on Schedule 14A with the Commission, and (b) shall that it will make any changes to such materials as reasonably requested by any of the other Parties to the extent permitted by Law. (b) Any information provided by a disclosing Party pursuant to this Section 6.10 to the other Parties shallParties, from and after the date of this Agreement, be kept as confidential determined by the receiving Party and remain confidential, and shall not be used or disclosed or otherwise released by the receiving Party to any other Person (other than another Party hereto), without the prior written consent of the disclosing Party, unless and only to the extent (i) such disclosure is required by law, subpoena or legal process, and then only after providing prior notice to the disclosing filing Party, to the extent permitted under applicable law, by law or any rules and regulations of the request for such disclosure and of the disclosure that the receiving Party intends to make and using commercially reasonable efforts to prevent Commission or limit the required disclosureany other Governmental Entity, (ii) such information was made available to the receiving Party by a third party without a duty of confidentiality with respect to such information, or (iii) such information was already available, or becomes available, to the public other than as a result of a breach by the receiving Party of this Section 6.10(b)applicable.

Appears in 1 contract

Samples: Master Agreement (Micron Technology Inc)

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