Common use of Legally Required Disclosure Clause in Contracts

Legally Required Disclosure. In the event that you (or any of your Representatives) should be Legally Required to disclose any Proprietary Information or Transaction Information, you shall, to the extent legally permissible and reasonably in advance of such disclosure, provide the Company with prompt written notice of such requirement. You also agree, to the extent legally permissible, to provide the Company, in advance of any such disclosure, with a list of any Proprietary Information and Transaction Information that you intend (or that your Representative intends) to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with the Company (at the Company’s sole expense) to the extent it may seek to limit such disclosure, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If you are (or any of your Representatives is) Legally Required to disclose any Proprietary Information or Transaction Information, you or your Representative, as applicable, (a) will exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded to that Proprietary Information or Transaction Information, as applicable, and (b) may disclose, without liability hereunder, such portion of the Proprietary Information or Transaction Information that, according to the advice of your counsel, is Legally Required to be disclosed (the “Public Disclosure”); provided, however, that, to the extent legally permissible prior to such disclosure, you shall have considered in good faith the Company’s suggestions concerning the scope and nature of the information to be contained in the Public Disclosure. Notwithstanding the foregoing, your Representatives who are accounting firms may disclose Derivative Materials to the extent, if any, required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, provided that, to the extent permitted by law or regulation, prior written notice of any such required disclosure will be provided to the Company.

Legally Required Disclosure. In the event that you (If Receiving Party or any of your Representativesits Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) should be Legally Required to disclose any Proprietary Information of the Disclosing Party’s Evaluation Material or Transaction Information, you Receiving Party shall, to the extent legally permissible and reasonably in advance of such disclosureexcept as prohibited by law, provide the Company Disclosing Party with prompt written notice of any such requirementrequest or requirement so that Disclosing Party may seek, at Disclosing Party’s expense, a protective order or other remedy and/or waive compliance with the provisions of this Agreement. You also agreeIf Disclosing Party seeks a protective order or other remedy, to the extent legally permissibleReceiving Party shall provide such cooperation, to provide the Companyat Disclosing Party’s expense, as Disclosing Party shall reasonably request. If, in advance the absence of any such disclosurea protective order or other remedy or the receipt by Receiving Party of a waiver from Disclosing Party, with a list of any Proprietary Information and Transaction Information that you intend (or that your Representative intends) to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with the Company (at the Company’s sole expense) to the extent it may seek to limit such disclosure, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If you are (Receiving Party or any of your its Representatives is) Legally Required is nonetheless, in the opinion of its legal counsel, legally compelled to disclose any Proprietary Information Evaluation Material or Transaction InformationInformation to any tribunal or other entity or else stand liable for contempt or suffer other censure or penalty, you Receiving Party or your Representative, as applicable, (a) will exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded to that Proprietary Information or Transaction Information, as applicable, and (b) may disclosesuch Representatives may, without liability hereunder, disclose to such tribunal or other entity only that portion of the Proprietary Information Disclosing Party’s Evaluation Material or Transaction Information that, according to the advice of your counsel, which such counsel advises Receiving Party or such Representatives in writing is Legally Required legally required to be disclosed (the “Public Disclosure”); provideddisclosed, howeverprovided that Receiving Party and such Representatives shall exercise reasonable best efforts, thatat Disclosing Party’s expense, to minimize the extent legally permissible prior to such disclosure, you shall have considered in good faith the Company’s suggestions concerning the scope and nature disclosure of the information Disclosing Party’s Evaluation Material or Transaction Information and to be contained in preserve the Public Disclosureconfidentiality thereof. Notwithstanding the foregoing, your Representatives who if Receiving Party is required to disclose Evaluation Material or Transaction Information by law or the rules or regulations of any regulatory authority having jurisdiction over Receiving Party or a stock exchange or interdealer quotation system on which Receiving Party’s securities are accounting firms traded or quoted, Receiving Party may disclose Derivative Materials to the extent, if any, required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, provided that, make such disclosure to the extent permitted by law or regulation, prior written notice of any such required disclosure will be provided (in which case Receiving Party shall use reasonable efforts to give Disclosing Party the Companyopportunity to comment on the planned disclosure).

Legally Required Disclosure. In If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the event that you (Evaluation Material or any of your Representatives) should be Legally Required to disclose any Proprietary Information or Transaction Informationthe facts disclosure of which is prohibited under Section 4 above, you shall, to the extent legally permissible and reasonably in advance of such disclosure, Recipient shall provide the Company Provider with prompt written notice of any such requirementrequest or requirement together with copies of the material proposed to be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. You also agree, to the extent legally permissible, to provide the CompanyIf, in advance the absence of any such disclosurea protective order or other remedy or the receipt of a waiver by Provider, with a list of any Proprietary Information and Transaction Information that you intend (or that your Representative intends) to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with the Company (at the Company’s sole expense) to the extent it may seek to limit such disclosure, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If you are (Recipient or any of your its Representatives is) Legally Required is nonetheless legally compelled or required to disclose Evaluation Material or any Proprietary Information of the facts disclosure of which is prohibited under Section 4 or Transaction Informationwould be liable for contempt or suffer other censure or penalty, you such Recipient or your Representativeits respective Representatives may, as applicablewithout liability hereunder, (a) will exercise reasonable best efforts disclose to such requiring Person only that portion of such Evaluation Material or any such facts which Recipient or its Representatives is legally compelled or required to disclose, provided that Recipient and/or its Representatives cooperate with Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. Notwithstanding anything in this Agreement to the contrary, neither Recipient nor Recipient’s Representatives shall be required to provide notice or seek consent to disclose any information in connection with a routine audit by, or blanket request from, a regulatory or governmental entity with jurisdiction over Recipient or Recipient’s Representatives, and not directed at the Company or the Possible Transaction; provided that Proprietary Information the Recipient or Transaction Informationits Representatives, as applicable, and (b) may disclose, without liability hereunder, inform any such portion authority of the Proprietary Information or Transaction Information that, according to the advice of your counsel, is Legally Required to be disclosed (the “Public Disclosure”); provided, however, that, to the extent legally permissible prior to such disclosure, you shall have considered in good faith the Company’s suggestions concerning the scope and confidential nature of the information disclosed to be contained them and to keep such information confidential in the Public Disclosure. Notwithstanding the foregoing, your Representatives who are accounting firms may disclose Derivative Materials to the extent, if any, required by law, rule, regulation accordance with such authority’s policies or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, provided that, to the extent permitted by law or regulation, prior written notice of any such required disclosure will be provided to the Companyprocedures.

Legally Required Disclosure. In the event that you (or any of your affiliates or Representatives) should be Legally Required to disclose any Proprietary Information or Transaction Information, you shall, to the extent practicable and legally permissible and reasonably in advance of such disclosure, provide the Company with prompt written notice of such requirement. You also agree, to the extent practicable and legally permissible, to provide the Company, in advance of any such disclosure, with a list of any Proprietary Information and Transaction Information that you intend (or that your affiliate or Representative intends) to disclose (and, if applicable, the text of the disclosure language itself) and to reasonably cooperate with the Company (at the Company’s sole its expense) to the extent it may seek to limit such disclosure, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company after a request in writing therefor is made by you (such request to be made as soon as reasonably practicable to allow the Company a reasonable amount of time to respond thereto), you are (or any of your affiliates or Representatives is) Legally Required to disclose any Proprietary Information in any legal, judicial, regulatory or Transaction Informationadministrative process, you or your affiliate or Representative, as applicable, (a) will exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded to that Proprietary Information or Transaction Information, as applicable, and (b) may disclose, without liability hereunder, such portion of the Proprietary Information or Transaction Information that, according to the advice of your counsel, is Legally Required legally required to be disclosed (the “Public Disclosure”); Disclosure”); provided, however, that, to the extent legally permissible prior to such disclosure, you shall have (i) provided the Company with the text of the Public Disclosure as far in advance of its disclosure as is practicable and (ii) considered in good faith the Company’s suggestions concerning the scope and nature of the information to be contained in the Public Disclosure. Notwithstanding the foregoing, Nothing in this Agreement shall restrict you or your Representatives who are accounting firms may disclose Derivative Materials from Public Disclosure in Legally Required filings with the Securities and Exchange Commission in connection with your investment in the Company, provided, however, that, prior to such Public Disclosure, you shall have (i) provided the extent, if any, required by law, rule, regulation or applicable professional standards Company with the text of the American Institute Public Disclosure as far in advance of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, provided that, to the extent permitted by law or regulation, prior written notice of any such required its disclosure will be provided to as is practicable and (ii) considered in good faith the Company’s suggestions concerning the scope and nature of the information to be contained in the Public Disclosure.

Legally Required Disclosure. In Nothing in this Agreement prohibits the event that you (Employee from filing and/or pursuing a charge or complaint with, reporting possible violations of law or regulation to, or otherwise communicating or cooperating with or participating in any investigation or proceeding of your Representatives) should be Legally Required to disclose any Proprietary Information governmental agency or Transaction Informationentity, you shall, including but not limited to the extent legally permissible and reasonably in advance Department of such disclosure, provide the Company with prompt written notice of such requirement. You also agree, to the extent legally permissible, to provide the Company, in advance of any such disclosure, with a list of any Proprietary Information and Transaction Information that you intend (or that your Representative intends) to disclose (and, if applicableJustice, the text Securities and Exchange Commission, the Equal Employment Opportunity Commission, the state division of human rights, a local commission on human rights, the disclosure language itself) National Labor Relations Board, the Occupational Safety and to cooperate with Health Administration, the Company (at the Company’s sole expense) to the extent it may seek to limit such disclosure, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If you are (or any of your Representatives is) Legally Required to disclose any Proprietary Information or Transaction Information, you or your Representative, as applicable, (a) will exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded to that Proprietary Information or Transaction Information, as applicableCongress, and (b) may discloseany agency Inspector General, without liability hereunderor making other disclosures or engaging in other activities that are protected under the whistleblower provisions of local, such portion of the Proprietary Information state, or Transaction Information that, according to the advice of your counsel, is Legally Required to be disclosed (the “Public Disclosure”); provided, however, that, to the extent legally permissible prior to such disclosure, you shall have considered in good faith the Company’s suggestions concerning the scope and nature of the information to be contained in the Public Disclosure. Notwithstanding the foregoing, your Representatives who are accounting firms may disclose Derivative Materials to the extent, if any, required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, provided that, to the extent permitted by federal law or regulation, including disclosing documents or other information as permitted by law. Nothing in this Agreement prohibits the Employee from speaking with law enforcement or an attorney retained by the Employee. The Employee does not need the prior authorization of the Company to make any such reports or disclosures, and the Employee is not required to notify the Company that he/she has made such reports or disclosures. However, in making any such disclosures or communications, the Employee must take all reasonable precautions to prevent any unauthorized use or disclosure of any Confidential Information to or by any parties other than the applicable government agencies and/or an attorney retained by the Employee. The Employee further understands that the Employee is not permitted to disclose the Company’s attorney-client privileged communication or privileged attorney work product. Nothing in this Agreement, including its definition of Confidential Information, (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act. Further, nothing in this Agreement is intended to infringe on Employee’s rights under the Defend Trade Secrets Act (“DTSA”) and applicable state law. The Employee is hereby notified that the DTSA protects individuals from criminal or civil liability where the disclosure of a trade secret is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and the confidential disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; and (ii) the trade secret disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, and the disclosure is made under seal. Nothing in this Agreement restricts or impedes the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or court order. Unless prohibited by law, the Employee shall promptly provide written notice of any such required disclosure will be provided court order to the CompanyHead of Global Human Resources and the Head of Legal of the Company and/or Parent, as applicable.

Legally Required Disclosure. In If Recipient or its Representatives are requested or required (by law, rule, regulation or any similar process) to disclose any of the event that you (Evaluation Material or any of your Representatives) should be Legally Required to disclose any Proprietary Information or Transaction Informationthe facts disclosure of which is prohibited under Section 4 above, you shall, Recipient shall (only to the extent legally permissible and reasonably in advance of such disclosure, practicable) provide the Company Provider with prompt written notice of such requirement. You also agree, to the extent legally (email is permissible, to provide the Company, in advance ) of any such disclosure, request or requirement together with a list of any Proprietary Information and Transaction Information that you intend (or that your Representative intends) to disclose (and, if applicable, the text copies of the disclosure language itself) and material proposed to cooperate be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the Company (at provisions of this Agreement. If, in the Company’s sole expense) to absence of a protective order or other remedy or the extent it may seek to limit such disclosurereceipt of a waiver by Provider, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If you are (Recipient or any of your its Representatives is) Legally Required is nonetheless legally compelled to disclose Evaluation Material or any Proprietary Information of the facts disclosure of which is prohibited under Section 4 or Transaction Informationwould otherwise be liable for contempt or suffer other censure or penalty, you Recipient or your Representativeits respective Representatives may, as applicablewithout liability hereunder, (a) will exercise disclose to such requiring Person only that portion of such Evaluation Material or any such facts which Recipient or its Representatives is legally required to disclose, provided that Recipient and/or its Representatives provide commercially reasonable best efforts assistance to obtain Provider at Provider’s sole expense to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to that Proprietary Information such Evaluation Material or Transaction Information, as applicable, and (b) may disclose, without liability hereunder, such portion facts by the Person receiving the material. Any reasonable out-of-pocket expenses incurred by Recipient or its Representatives in providing such assistance shall be paid or reimbursed by Provider within 10 business days of the Proprietary Information Recipient or Transaction Information that, according its Representatives providing Provider notice of such expenses. Notwithstanding anything to the advice of your counselcontrary herein, is Legally Required Recipient and its Representatives shall be permitted to be disclosed (the “Public Disclosure”); provideddisclose any Evaluation Material without notice when pursuant to a routine, howeverordinary course supervisory examination or regulatory oversight by a regulator, that, to the extent legally permissible prior to such disclosure, you shall have considered in good faith the Company’s suggestions concerning the scope and nature of the information to be contained in the Public Disclosure. Notwithstanding the foregoing, your Representatives who are accounting firms may disclose Derivative Materials to the extent, if any, required by law, rule, regulation bank examiner or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunderself-regulatory organization, provided that, to that such examination or oversight is not specifically directed at the extent permitted by law Evaluation Material or regulation, prior written notice of any such required disclosure will be provided to the Companya Possible Transaction.