Common use of Legally Required Disclosures Clause in Contracts

Legally Required Disclosures. In the event that the Dealer or any of its Representatives is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) by any court or governmental agency or authority or other supervisory body, or by application of law, regulation or legal or regulatory process to disclose any of the Confidential Information, the Dealer shall: (A) provide KBS with prompt written notice of any such request or requirement so that KBS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Appendix A, (B) if the Dealer or any of its Representatives is required based upon the advice of their respective legal counsel, to disclose Confidential Information, the Dealer or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information which such legal counsel advises is legally required to be disclosed; provided, that, the Dealer or such Representative exercises reasonable efforts to otherwise preserve the confidentiality of the Confidential Information and (C) upon reasonable notice, the Dealer and its Representatives will cooperate with KBS in obtaining a protective order or other appropriate remedy reasonably limiting disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS that such payment and reimbursement will be provided.

Legally Required Disclosures. In the event that the Dealer or any of its Representatives is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) by any court or governmental agency or authority or other supervisory body, or by application of law, regulation or legal or regulatory process to disclose any of the Confidential Information, the Dealer shall: (A) provide KBS with prompt written notice of any such request or requirement so that KBS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Appendix A, (B) if the Dealer or any of its Representatives is required based upon the advice of their respective legal counsel, to disclose Confidential Information, the Dealer or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information which such legal counsel advises is legally required to be disclosed; provided, that, the Dealer or such Representative exercises reasonable efforts to otherwise preserve the confidentiality of the Confidential Information and (C) upon reasonable notice, the Dealer and its Representatives will cooperate with KBS in obtaining a protective order or other appropriate remedy reasonably limiting disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS that such payment and reimbursement will be provided.clause

Legally Required Disclosures. In the event that the Dealer or any of its Representatives is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) by any court or governmental agency or authority or other supervisory body, or by application of law, regulation or legal or regulatory process to disclose any of the Confidential Information, the Dealer shall: (A) provide KBS Behringer with prompt written notice of any such request or requirement so that KBS Behringer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Appendix A, (B) if the Dealer or any of its Representatives is required based upon the advice of their respective legal counsel, to disclose Confidential Information, the Dealer or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information which such legal counsel advises is legally required to be disclosed; provided, that, the Dealer or such Representative exercises reasonable efforts to otherwise preserve the confidentiality of the Confidential Information and (C) upon reasonable notice, the Dealer and its Representatives will cooperate with KBS Behringer in obtaining a protective order or other appropriate remedy reasonably limiting disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS Behringer bears all costs and expenses of such cooperation, including, but not limited to, payment to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS Behringer that such payment and reimbursement will be provided.

Legally Required Disclosures. In the event that the Dealer receiving party or any of its Representatives is are requested or required (by deposition, interrogatoriesoral questions, requests interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) by any court or governmental agency or authority or other supervisory body, or by application of pursuant to law, regulation rule or legal regulation, including any rules or regulatory process regulations of any securities association, stock exchange or national securities quotation system to disclose any of the Confidential InformationEvaluation Material, the Dealer shall: it shall (Aa) provide KBS the disclosing party with prompt written notice of any such request or requirement so that KBS may the disclosing party may, at its own expense, seek a protective order or other appropriate remedy and/or or waive compliance with the provisions of this Appendix AAgreement and (b) consult with the disclosing party as to the advisability of taking legally available steps to resist or narrow such request or requirement. If, (B) if in the Dealer absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the receiving party or any of its Representatives is required based upon are nonetheless, in the advice opinion of its or their respective legal counsel, legally compelled to disclose Confidential InformationEvaluation Material to any tribunal or securities exchange, the Dealer receiving party or such its applicable Representative may, without liability hereunder, disclose to such tribunal or securities exchange only that portion of the Confidential Information which Evaluation Material that such legal counsel advises is legally required to be disclosed; provided, that, that the Dealer or such Representative receiving party gives the disclosing party written notice of all Evaluation Material to be disclosed as far in advance of its disclosure as is reasonably practicable and that the receiving party exercises its reasonable efforts to otherwise preserve the confidentiality of such Evaluation Material, including, without limitation, by cooperating with the Confidential Information disclosing party to seek to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Evaluation Material by such tribunal or securities exchange, all at the cost and (C) upon reasonable notice, expense of the Dealer and disclosing party. In no event will the receiving party or its Representatives will cooperate with KBS in obtaining oppose any action by the disclosing party (if all the cost and expense of such action is at the expense of the disclosing party) to obtain a protective order or other appropriate remedy reasonably limiting relief to prevent the disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment information or to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS obtain reliable assurance that such payment and reimbursement confidential treatment will be provided.afforded such information

Legally Required Disclosures. In the event that the Dealer Conflicts Committee or any of its the Conflicts Committee’s Representatives is requested or required (by depositiondepositions, oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) process by a court of competent jurisdiction or by any court administrative, legislative, regulatory or governmental agency or self-regulatory authority or other supervisory bodyentity having jurisdiction over the Conflicts Committee or such Representative, as the case may be, or by application the rules or regulations of law, regulation or legal or regulatory process any of the foregoing) to disclose any of the Confidential Information, the Dealer Conflicts Committee shall: (A) , except as prohibited by law, provide KBS VNR with prompt written notice of any such request or requirement so that KBS VNR may seek seek, at VNR's expense, a protective order or other appropriate such remedy and/or waive compliance with the provisions of this Appendix Aletter agreement, (B) if and the Dealer Conflicts Committee shall, to the extent permitted by law, consult with VNR with respect to taking steps to resist or narrow the scope of any such request or requirement. If VNR seeks a protective order or other remedy, the Conflicts Committee shall provide such cooperation as VNR shall reasonably request. If, in the absence of a protective order or other remedy or the receipt by the Conflicts Committee of a waiver from VNR, the Conflicts Committee or any of its Representatives is required based upon the advice of their respective legal counsel, to disclose Confidential InformationInformation to any person, the Dealer Conflicts Committee or such Representative Representative, as applicable, may, without liability hereunder, disclose to such person only that portion of the Confidential Information which such that it has been advised by its legal counsel advises is legally required to must be disclosed; provided, that, provided that the Dealer Conflicts Committee or such Representative exercises shall exercise all reasonable efforts efforts, at the Conflicts Committee's or such Representative's expense, to otherwise preserve minimize the confidentiality disclosure of the Confidential Information and (C) upon reasonable notice, the Dealer and its Representatives will cooperate with KBS in obtaining a protective order or other appropriate remedy reasonably limiting disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS that such payment and reimbursement will be providedInformation.

Legally Required Disclosures. In If the event that the Dealer Receiving Party or any of its Representatives is requested become subject to a bona fide requirement or required request by any regulatory, governmental, judicial or supervisory authority (by subpoena, oral deposition, interrogatories, requests request for information or documents in legal proceedings, subpoenaproduction of documents, civil investigative demand demand, administrative order or other similar process) by any court or governmental agency or authority or other supervisory bodyotherwise), or by application of law, regulation or legal or regulatory process to disclose any of the Confidential Information, or if, in Receiving Party or its Representative’s sole discretion, such disclosure is necessary or appropriate in order to obtain or maintain regulatory or governmental approvals, applications or exemptions, the Dealer shallReceiving Party may, in its sole discretion and without prior notice to or consent of the Disclosing Party, provide the Confidential Information to any such regulatory, governmental, judicial or supervisory authority, their staffs or in connection with any regulatory proceedings, including regulatory filings and responses to discovery requests, redacted to the fullest extent permitted by applicable law; and provided further, that Confidential Information may be disclosed: (Ai) to the extent necessary or appropriate in connection with the regulatory proceeding; (ii) to any party to a formally docketed regulatory or judicial proceeding that requests the Confidential Information through a formal discovery request and who has executed a regulatory confidentiality agreement with the Receiving Party; or (iii) to the extent required by any applicable law. The Receiving Party will provide KBS the Disclosing Party with prompt written as much advance notice of any such request or requirement so that KBS may as and to the extent as permitted and practicable to afford the opportunity to seek a an appropriate protective order or other appropriate remedy and/or waive compliance with to prevent the provisions disclosure of this Appendix A, (B) if the Dealer such Confidential Information. The Receiving Party or any of its Representatives is required based upon making the advice disclosure of their respective legal counselsuch Confidential Information shall reasonably cooperate with the Disclosing Party, at its expense, to disclose Confidential Informationenable the Receiving Party or the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the same. If such protective order or other appropriate remedy is not obtained, the Dealer Receiving Party or any of its Representatives making the disclosure of such Representative may, Confidential Information may disclose the information without liability hereunder, disclose hereunder provided that the party may only furnish that portion of the Confidential Information which such legal counsel advises is legally required to be disclosed; provided, that, the Dealer or such Representative exercises reasonable efforts to otherwise preserve the confidentiality of the Confidential Information and (C) upon reasonable notice, the Dealer and its Representatives will cooperate with KBS in obtaining a protective order or other appropriate remedy reasonably limiting disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS that such payment and reimbursement will be providednecessary.

Legally Required Disclosures. In the event that the Dealer receiving party or any of its Representatives is are requested or required (by deposition, interrogatoriesoral questions, requests interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) by any court or governmental agency or authority or other supervisory body, or by application of pursuant to law, regulation rule or legal regulation, including any rules or regulatory process regulations of any securities association, stock exchange or national securities quotation system to disclose any of the Confidential InformationEvaluation Material, the Dealer shall: it shall (Aa) provide KBS the disclosing party with prompt written notice of any such request or requirement so that KBS may the disclosing party may, at its own expense, seek a protective order or other appropriate remedy and/or or waive compliance with the provisions of this Appendix AAgreement and (b) consult with the disclosing party as to the advisability of taking legally available steps to resist or narrow such request or requirement. If, (B) if in the Dealer absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the receiving party or any of its Representatives is required based upon are nonetheless, in the advice opinion of its or their respective legal counsel, legally compelled to disclose Confidential InformationEvaluation Material to any tribunal or securities exchange, the Dealer receiving party or such its applicable Representative may, without liability hereunder, disclose to such tribunal or securities exchange only that portion of the Confidential Information which Evaluation Material that such legal counsel advises is legally required to be disclosed; provided, that, that the Dealer or such Representative receiving party gives the disclosing party written notice of all Evaluation Material to be disclosed as far in advance of its disclosure as is reasonably practicable and that the receiving party exercises its reasonable efforts to otherwise preserve the confidentiality of such Evaluation Material, including, without limitation, by cooperating with the Confidential Information disclosing party to seek to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Evaluation Material by such tribunal or securities exchange, all at the cost and (C) upon reasonable notice, expense of the Dealer and disclosing party. In no event will the receiving party or its Representatives will cooperate with KBS in obtaining oppose any action by the disclosing party (if all the cost and expense of such action is at the expense of the disclosing party) to obtain a protective order or other appropriate remedy reasonably limiting relief to prevent the disclosure to appropriate parties relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment information or to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS obtain reliable assurance that such payment and reimbursement confidential treatment will be providedafforded such information.

Legally Required Disclosures. In the event that the Dealer LICENSEE receives a request or any of its Representatives is requested or required (by deposition, interrogatoriesinterrogatory, requests request for information or documents in legal proceedingsdocuments, subpoena, civil investigative demand or other similar process) by any court or governmental agency or authority or other supervisory bodydemand, or by application of law, regulation or legal or regulatory similar process to disclose any or part or the CONFIDENTIAL INFORMATION, LICENSEE agrees to (a) immediately notify UNIVERSITY in writing of the Confidential Informationexistence, the Dealer shall: (A) provide KBS with prompt written notice of any terms, and circumstances surrounding such a request or requirement so that KBS may seek and (b) assist UNIVERSITY in seeking a protective order or other appropriate remedy and/or waive compliance with satisfactory to UNIVERSITY. In the provisions of this Appendix A, (B) if the Dealer or any of its Representatives is required based upon the advice of their respective legal counsel, to disclose Confidential Information, the Dealer or event that such Representative may, without liability hereunder, disclose only that portion of the Confidential Information which such legal counsel advises is legally required to be disclosed; provided, that, the Dealer or such Representative exercises reasonable efforts to otherwise preserve the confidentiality of the Confidential Information and (C) upon reasonable notice, the Dealer and its Representatives will cooperate with KBS in obtaining a protective order or other appropriate remedy reasonably limiting is not obtained, (a) LICENSEE may disclose that portion of the CONFIDENTIAL INFORMATION which it is legally required to disclose, (b) LICENSEE shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the CONFIDENTIAL INFORMATION to be disclosed and (c) LICENSEE shall give written notice to UNIVERSITY of the information to be disclosed as far in advance of its disclosure as practical. LICENSEE may also disclose CONFIDENTIAL INFORMATION as required by applicable securities laws and regulations and exchange listing rules, and to appropriate parties governmental or other regulatory agencies in order to obtain approvals to market any LICENSED PRODUCT, but such disclosure may only be to the extent reasonable necessary to obtain approvals. UNIVERSITY hereby acknowledges and understands that LICENSEE's CONFIDENTIAL INFORMATION is highly confidential, and that since the LICENSEE's securities are traded on the Nasdaq Stock Market, certain CONFIDENTIAL INFORMATION may also include "Insider Information" which is subject to certain restrictions under applicable securities legislation. UNIVERSITY further acknowledges that the use of Inside Information in breach of such restrictions, whether for its own benefit or for the benefit of others, whether by UNIVERSITY, its officers or employees or their relatives, friends, acquaintances or any third person to whom advice was given by any of the aforesaid based on the Inside Information, whether direct or indirect, is prohibited by law and may lead to criminal sanctions and/or liabilities according to civil law. University undertakes to ensure that its employees, consultants, representatives and anyone acting on its behalf act in accordance with all applicable legal restrictions relating to the applicable proceeding; provided, that, the foregoing (i) shall not require the Dealer or its Representatives to delay production of any Confidential Information and (ii) shall apply only to the extent that KBS bears all costs and expenses of such cooperation, including, but not limited to, payment to the Dealer or its Representative, as applicable, for time expended by its staff relating to any such efforts at its then current billing rates and reimbursement of all reasonable attorney’s fees and costs of legal counsel associated therewith. Neither the Dealer nor any of its Representatives is required to take any action pursuant to clause (C) of the immediately preceding sentence without reasonable assurances from KBS that such payment and reimbursement will be providedInformation.