Common use of Limitations on Disclosure Clause in Contracts

Limitations on Disclosure. The Receiving Party may not disclose Confidential Information received hereunder to any other person or party, EXCEPT that Confidential Information may be disclosed to (i) any third party to whom the Receiving Party is or becomes legally compelled by any governmental, judicial, or regulatory authority with jurisdiction to make disclosure of Confidential Information (e.g., by order, deposition, interrogatory, investigative demand, request for documents, subpoena or similar process or rule of procedure, statute, regulation or at common law), but only to the extent such disclosure is actually required, and (ii) any of the Receiving Party's affiliates, shareholders, members, partners, directors, officers, employees, agents, contractors, consultants, counsel, advisors, accountants or lenders (collectively, "Representatives") who are directly involved in and require access to such Confidential Information in connection with the Proposed Undertaking. In the event the Receiving Party is required to disclose Confidential Information under (i) above, the Receiving Party shall give reasonable notice of the existence, terms and circumstances surrounding such requirement to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other relief in the appropriate forum and/or waive compliance by the Receiving Party with the terms of this Agreement. Each of the Parties agrees that (x) any of its Representatives to whom Confidential Information is or may be disclosed will be informed of the confidential or proprietary nature thereof and will be required to abide by the Receiving Party's obligations under this Agreement, and (y) each Party shall be responsible for any unauthorized use or disclosure of Confidential Information by any of its Representatives.

Limitations on Disclosure. (a) The Receiving Party and its Representatives may not disclose any Confidential Information received hereunder to any other person or partyperson, EXCEPT that including, without limitation, a governmental authority, except that, subject to Section 3(b) below, the Receiving Party and its Representatives may disclose Confidential Information may be disclosed to (i) to any third party to whom the Receiving Party or its Representatives is requested or becomes legally compelled required by any governmental, judicial, regulatory or regulatory other governmental authority with jurisdiction to make disclosure of disclose Confidential Information (e.g., by order, deposition, interrogatory, civil investigative demand, request for documents, subpoena subpoena, or similar process or rule of procedure, or by statute, regulation rule, or at common lawregulation, or other legal requirement), or if the Receiving Party or any Representative thereof is compelled by applicable securities laws or a stock exchange listing agreement to disclose Confidential Information, but in either case only to the extent such disclosure is actually requested or required, and ; (ii) to any of the Receiving Party's affiliates, shareholders, members, partners, directors, officers, employees, agents, contractors, consultants, counsel, advisors, accountants or lenders (collectively, "Representatives") its Representatives who are directly involved in and require access to such Confidential Information information in connection with the Proposed Undertakingadministration, management, or performance of the Purchase Agreement; (iii) to the limited extent authorized in writing by the Disclosing Party; and (iv) with respect to [Seller’s] Confidential Information, as provided in Section 3(c). In The Receiving Party agrees that any of its Representatives to whom Confidential Information is disclosed will be informed of the event confidential or proprietary nature thereof and that, as between the Parties, the Receiving Party shall be responsible for any prohibited or unauthorized use or disclosure of Confidential Information by the Receiving Party or any of its Representatives that is not authorized hereunder. The term “person,” as used in this Agreement, shall be broadly interpreted to include the media (including the social media) and any individual, corporation, partnership, fund, limited liability company, trust, association, joint venture, unincorporated organization, group, governmental entity or any department, agency or political subdivision thereof, or other entity. (b) If the Receiving Party or any of its Representatives is requested or required to disclose Confidential Information or any portion thereof under (iSection 3(a)(i) above, the Receiving Party shall give reasonable give, to the extent practical and legally permissible, reasonably prompt written notice of the existence, terms existence and circumstances surrounding such requirement requested or required disclosure to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other relief in the appropriate forum and/or waive compliance by the Receiving Party with the terms of this AgreementAgreement applicable to the Confidential Information requested or required to be disclosed. Each If the Disclosing Party determines to seek a protective order or other relief, the Receiving Party shall use good faith efforts, at the sole cost and expense of the Parties agrees that (x) Disclosing Party, to cooperate with the Disclosing Party in such undertaking. If, despite the Receiving Party’s compliance with its obligations hereunder, such protective order or other relief is not obtained by the time at which the Receiving Party or any of its Representatives is, upon the advice of its legal counsel (including in-house legal counsel), legally compelled to whom make such disclosure, or the Disclosing Party waives in writing compliance with the provisions hereof, the Receiving Party or its Representatives may disclose Confidential Information is without liability to the Disclosing Party hereunder, provided that the Receiving Party agrees to furnish, and to require its Representatives to furnish, only that portion of the Confidential Information legally required to be disclosed upon the advice of such legal counsel (including in-house legal counsel). (c) [Seller] acknowledges that the Confidential Information it or any of its Representatives discloses to [Buyer] or its Representatives hereunder may be disclosed will be informed subject to review by regulatory bodies having jurisdiction over the retail rates and services provided by [Buyer], including, without limitation, the [Louisiana Public Service Commission/the Council of the confidential City of New Orleans, Louisiana/the Public Utility Commission of Texas], or proprietary nature thereof and will be required to abide by the Receiving Party's obligations under this Agreementstaffs thereof, and may be subject to formal or informal discovery by any such regulatory body or staff. In addition, [Seller] acknowledges that all such Confidential Information may be subject to review by a district or appellate court in a proceeding involving [Buyer] or any of the Included Entergy Operating Companies (yas defined in Section 11). [Seller] agrees that, notwithstanding anything herein to the contrary, [Buyer] and its Representatives may, without notice to [Seller], use and disclose such Confidential Information in testimony, applications, pleadings, evidence or in response to formal or informal discovery in any proceeding or in any non-public communication or discussion seeking or relating to approval or review by any such regulatory body or district or appellate court of the Purchase Agreement or any other regulatory or judicial proceeding to which the Purchase Agreement may be relevant, and in any such case, [Buyer] will make reasonable efforts to obtain confidential treatment for such Confidential Information, including, without limitation, providing such information to the regulatory body and/or its staff under the confidentiality protections permitted by the governing rules and order of such commission. [Seller] acknowledges and agrees that [Xxxxx] and its Representatives hereunder shall be entitled to disclose to any governmental authority as a matter of right, and without seeking any confidential treatment therefor or providing notice thereof to [Seller], the names of the parties to the Purchase Agreement; the term of the Purchase Agreement; the nature and type and general descriptions of the Purchase Agreement and the transactions thereunder; the amount of capacity credits under contract pursuant to the Purchase Agreement; and terms of the Purchase Agreement that [Buyer], in its good faith judgment, believes are reasonable and appropriate to include in its public application for or other public filing(s) seeking approval of the Purchase Agreement by a governmental authority. (d) For purposes of Section 3(a)(iii) above, each Party shall be responsible for any unauthorized use or hereby consents to the disclosure by the other Party and its Representatives of Confidential Information by of the Disclosing Party to any market monitor, independent coordinator of its Representativestransmission, balancing authority (including, without limitation, any applicable regional transmission organization (such as Midcontinent Independent System Operator, Inc.) or independent system operator), other transmission provider or electric reliability organization if and to the extent such person requires or requests such information. The Disclosing Party shall make reasonable efforts to obtain confidential treatment for such Confidential Information from such person.

Limitations on Disclosure. (a) The Receiving Party and its Representatives may not disclose any Confidential Information received hereunder to any other person or partyperson, EXCEPT that including, without limitation, a governmental authority, except that, subject to Section 3(b) below, the Receiving Party and its Representatives may disclose Confidential Information may be disclosed to (i) to any third party to whom the Receiving Party or its Representatives is requested or becomes legally compelled required by any governmental, judicial, regulatory or regulatory other governmental authority with jurisdiction to make disclosure of disclose Confidential Information (e.g., by order, deposition, interrogatory, civil investigative demand, request for documents, subpoena subpoena, or similar process or rule of procedure, or by statute, regulation rule, or at common lawregulation, or other legal requirement), or if the Receiving Party or any Representative thereof is compelled by applicable securities laws or a stock exchange listing agreement to disclose Confidential Information, but in either case only to the extent such disclosure is actually requested or required, and ; (ii) to any of the Receiving Party's affiliates, shareholders, members, partners, directors, officers, employees, agents, contractors, consultants, counsel, advisors, accountants or lenders (collectively, "Representatives") its Representatives who are directly involved in and require access to such Confidential Information information in connection with the Proposed UndertakingPossible Transaction; (iii) to the limited extent authorized in writing by the Disclosing Party; and (iv) with respect to [Bidder’s] Confidential Information, as provided in Section 3(c). In The Receiving Party agrees that any of its Representatives to whom Confidential Information is disclosed will be informed of the event confidential or proprietary nature thereof and that, as between the Parties, the Receiving Party shall be responsible for any prohibited or unauthorized use or disclosure of Confidential Information by the Receiving Party or any of its Representatives that is not authorized hereunder. The term “person,” as used in this Agreement, shall be broadly interpreted to include the media (including the social media) and any individual, corporation, partnership, fund, limited liability company, trust, association, joint venture, unincorporated organization, group, governmental entity or any department, agency or political subdivision thereof, or other entity. (b) If the Receiving Party or any of its Representatives is requested or required to disclose Confidential Information or any portion thereof under (iSection 3(a)(i) above, the Receiving Party shall give reasonable give, to the extent practical and legally permissible, reasonably prompt written notice of the existence, terms existence and circumstances surrounding such requirement requested or required disclosure to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other relief in the appropriate forum and/or waive compliance by the Receiving Party with the terms of this AgreementAgreement applicable to the Confidential Information requested or required to be disclosed. Each If the Disclosing Party determines to seek a protective order or other relief, the Receiving Party shall use good faith efforts, at the sole cost and expense of the Parties agrees that (x) Disclosing Party, to cooperate with the Disclosing Party in such undertaking. If, despite the Receiving Party’s compliance with its obligations hereunder, such protective order or other relief is not obtained by the time at which the Receiving Party or any of its Representatives is, upon the advice of its legal counsel (including in-house legal counsel), legally compelled to whom make such disclosure, or the Disclosing Party waives in writing compliance with the provisions hereof, the Receiving Party or its Representatives may disclose Confidential Information is or may without liability to the Disclosing Party hereunder, provided that the Receiving Party agrees to furnish, and to require its Representatives to furnish, only that portion of the Confidential Information legally required to be disclosed will be informed upon the advice of such legal counsel (including in-house legal counsel). (c) [Bidder] acknowledges that the confidential or proprietary nature thereof and will be required to abide by the Receiving Party's obligations under this Agreement, and (y) each Party shall be responsible for any unauthorized use or disclosure of Confidential Information by it or any of its RepresentativesRepresentatives discloses to EAI or its Representatives hereunder may be subject to review by regulatory bodies having jurisdiction over the retail rates and services provided by EAI, including, without limitation, the Arkansas Public Service Commission, and by the Federal Energy Regulatory Commission, or by the staffs thereof, and may be subject to formal or informal discovery by any such regulatory body or staff. In addition, [Bidder] acknowledges that all such Confidential Information may be subject to review by a district or appellate court in a proceeding involving EAI. [Bidder] agrees that, notwithstanding anything herein to the contrary, EAI and its Representatives may, without notice to [Bidder], use and disclose such Confidential Information in testimony, applications, pleadings, evidence or in response to formal or informal discovery in any proceeding or in any non-public communication or discussion seeking or relating to approval or review by any such regulatory body or district or appellate court of the Possible Transaction or any other regulatory or judicial proceeding to which the Possible Transaction may be relevant, and in any such case, EAI will make reasonable efforts to obtain confidential treatment for such Confidential Information, including, without limitation, providing such information to the regulatory body and/or its staff under the confidentiality protections permitted by the governing rules and order of such commission. [Bidder] acknowledges and agrees that EAI and its Representatives hereunder shall be entitled to disclose to any governmental authority as a matter of right, and without seeking any confidential treatment therefor or providing notice thereof to [Bidder], the names of the parties to the Possible Transaction; the nature and type and general descriptions of the Possible Transaction; and terms of the Possible Transaction that EAI, in its good faith judgment, believes are reasonable and appropriate to include in its public application for or other public filing(s) seeking approval of the Possible Transaction by a governmental authority.

Limitations on Disclosure. (a) The Receiving Party and its Representatives may not disclose any Confidential Information received hereunder to any other person or partyperson, EXCEPT that including, without limitation, a governmental authority, except that, subject to Section 3(b) below, the Receiving Party and its Representatives may disclose Confidential Information may be disclosed to (i) to any third party to whom the Receiving Party or its Representatives is requested or becomes legally compelled required by any governmental, judicial, regulatory or regulatory other governmental authority with jurisdiction to make disclosure of disclose Confidential Information (e.g., by order, deposition, interrogatory, civil investigative demand, request for documents, subpoena subpoena, or similar process or rule of procedure, or by statute, regulation rule, or at common lawregulation, or other legal requirement), or if the Receiving Party or any Representative thereof is compelled by applicable securities laws or a stock exchange listing agreement to disclose Confidential Information, but in either case only to the extent such disclosure is actually requested or required, and ; (ii) to any of the Receiving Party's affiliates, shareholders, members, partners, directors, officers, employees, agents, contractors, consultants, counsel, advisors, accountants or lenders (collectively, "Representatives") its Representatives who are directly involved in and require access to such Confidential Information information in connection with the Proposed UndertakingPossible Transaction; (iii) to the limited extent authorized in writing by the Disclosing Party; and (iv) with respect to [Bidder’s] Confidential Information, to the RFP’s Independent Monitor and as provided in Section 3(c). In The Receiving Party agrees that any of its Representatives to whom Confidential Information is disclosed will be informed of the event confidential or proprietary nature thereof and that, as between the Parties, the Receiving Party shall be responsible for any prohibited or unauthorized use or disclosure of Confidential Information by the Receiving Party or any of its Representatives that is not authorized hereunder. The term “person,” as used in this Agreement, shall be broadly interpreted to include the media (including the social media) and any individual, corporation, partnership, fund, limited liability company, trust, association, joint venture, unincorporated organization, group, governmental entity or any department, agency or political subdivision thereof, or other entity. (b) If the Receiving Party or any of its Representatives is requested or required to disclose Confidential Information or any portion thereof under (iSection 3(a)(i) above, the Receiving Party shall give reasonable give, to the extent practical and legally permissible, reasonably prompt written notice of the existence, terms existence and circumstances surrounding such requirement requested or required disclosure to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other relief in the appropriate forum and/or waive compliance by the Receiving Party with the terms of this AgreementAgreement applicable to the Confidential Information requested or required to be disclosed. Each If the Disclosing Party determines to seek a protective order or other relief, the Receiving Party shall use good faith efforts, at the sole cost and expense of the Parties agrees that (x) Disclosing Party, to cooperate with the Disclosing Party in such undertaking. If, despite the Receiving Party’s compliance with its obligations hereunder, such protective order or other relief is not obtained by the time at which the Receiving Party or any of its Representatives is, upon the advice of its legal counsel (including in-house legal counsel), legally compelled to whom make such disclosure, or the Disclosing Party waives in writing compliance with the provisions hereof, the Receiving Party or its Representatives may disclose Confidential Information is or may without liability to the Disclosing Party hereunder, provided that the Receiving Party agrees to furnish, and to require its Representatives to furnish, only that portion of the Confidential Information legally required to be disclosed will be informed upon the advice of such legal counsel (including in-house legal counsel). (c) [Bidder] acknowledges that the confidential or proprietary nature thereof and will be required to abide by the Receiving Party's obligations under this Agreement, and (y) each Party shall be responsible for any unauthorized use or disclosure of Confidential Information by it or any of its RepresentativesRepresentatives discloses to EAI or its Representatives hereunder may be subject to review by regulatory bodies having jurisdiction over the retail rates and services provided by EAI, including, without limitation, the Arkansas Public Service Commission, and by the Federal Energy Regulatory Commission, or by the staffs thereof, and may be subject to formal or informal discovery by any such regulatory body or staff. In addition, [Bidder] acknowledges that all such Confidential Information may be subject to review by a district or appellate court in a proceeding involving EAI. [Bidder] agrees that, notwithstanding anything herein to the contrary, EAI and its Representatives may, without notice to [Bidder], use and disclose such Confidential Information in testimony, applications, pleadings, evidence or in response to formal or informal discovery in any proceeding or in any non-public communication or discussion seeking or relating to approval or review by any such regulatory body or district or appellate court of the Possible Transaction or any other regulatory or judicial proceeding to which the Possible Transaction may be relevant, and in any such case, EAI will make reasonable efforts to obtain confidential treatment for such Confidential Information, including, without limitation, providing such information to the regulatory body and/or its staff under the confidentiality protections permitted by the governing rules and order of such commission. [Bidder] acknowledges and agrees that EAI and its Representatives hereunder shall be entitled to disclose to any governmental authority as a matter of right, and without seeking any confidential treatment therefor or providing notice thereof to [Bidder], the names of the parties to the Possible Transaction; the nature and type and general descriptions of the Possible Transaction; and terms of the Possible Transaction that EAI, in its good faith judgment, believes are reasonable and appropriate to include in its public application for or other public filing(s) seeking approval of the Possible Transaction by a governmental authority.

Limitations on Disclosure. (a) The Receiving Party and its Representatives may not disclose any Confidential Information received hereunder to any other person or partyperson, EXCEPT that including, without limitation, a governmental authority, except that, subject to Section 3(b) below, the Receiving Party and its Representatives may disclose Confidential Information may be disclosed to (i) to any third party to whom the Receiving Party or its Representatives is requested or becomes legally compelled required by any governmental, judicial, regulatory or regulatory other governmental authority with jurisdiction to make disclosure of disclose Confidential Information (e.g., by order, deposition, interrogatory, civil investigative demand, request for documents, subpoena subpoena, or similar process or rule of procedure, or by statute, regulation rule, or at common lawregulation, or other legal requirement), or if the Receiving Party or any Representative thereof is compelled by applicable securities laws or a stock exchange listing agreement to disclose Confidential Information, but in either case only to the extent such disclosure is actually requested or required, and ; (ii) to any of the Receiving Party's affiliates, shareholders, members, partners, directors, officers, employees, agents, contractors, consultants, counsel, advisors, accountants or lenders (collectively, "Representatives") its Representatives who are directly involved in and require access to such Confidential Information information in connection with the Proposed UndertakingPossible Transaction; (iii) to the limited extent authorized in writing by the Disclosing Party; and (iv) with respect to [Bidder’s] Confidential Information, as provided in Section 3(c). In The Receiving Party agrees that any of its Representatives to whom Confidential Information is disclosed will be informed of the event confidential or proprietary nature thereof and that, as between the Parties, the Receiving Party shall be responsible for any prohibited or unauthorized use or disclosure of Confidential Information by the Receiving Party or any of its Representatives that is not authorized hereunder. The term “person,” as used in this Agreement, shall be broadly interpreted to include the media (including the social media) and any individual, corporation, partnership, fund, limited liability company, trust, association, joint venture, unincorporated organization, group, governmental entity or any department, agency or political subdivision thereof, or other entity. (b) If the Receiving Party or any of its Representatives is requested or required to disclose Confidential Information or any portion thereof under (iSection 3(a)(i) above, the Receiving Party shall give reasonable give, to the extent practical and legally permissible, reasonably prompt written notice of the existence, terms existence and circumstances surrounding such requirement requested or required disclosure to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other relief in the appropriate forum and/or waive compliance by the Receiving Party with the terms of this AgreementAgreement applicable to the Confidential Information requested or required to be disclosed. Each If the Disclosing Party determines to seek a protective order or other relief, the Receiving Party shall use good faith efforts, at the sole cost and expense of the Parties agrees that (x) Disclosing Party, to cooperate with the Disclosing Party in such undertaking. If, despite the Receiving Party’s compliance with its obligations hereunder, such protective order or other relief is not obtained by the time at which the Receiving Party or any of its Representatives is, upon the advice of its legal counsel (including in-house legal counsel), legally compelled to whom make such disclosure, or the Disclosing Party waives in writing compliance with the provisions hereof, the Receiving Party or its Representatives may disclose Confidential Information is or may without liability to the Disclosing Party hereunder, provided that the Receiving Party agrees to furnish, and to require its Representatives to furnish, only that portion of the Confidential Information legally required to be disclosed will be informed upon the advice of such legal counsel (including in-house legal counsel). (c) [Bidder] acknowledges that the confidential or proprietary nature thereof and will be required to abide by the Receiving Party's obligations under this Agreement, and (y) each Party shall be responsible for any unauthorized use or disclosure of Confidential Information by it or any of its RepresentativesRepresentatives discloses to ESI or its Representatives hereunder may be subject to review by regulatory bodies having jurisdiction over the retail rates and services provided by ETI, including, without limitation, the Public Utility Commission of Texas, and by the Federal Energy Regulatory Commission, or by the staffs thereof, and may be subject to formal or informal discovery by any such regulatory body or staff. In addition, [Bidder] acknowledges that all such Confidential Information may be subject to review by a district or appellate court in a proceeding involving ETI. [Bidder] agrees that, notwithstanding anything herein to the contrary, ESI and its Representatives may, without notice to [Bidder], use and disclose such Confidential Information in testimony, applications, pleadings, evidence or in response to formal or informal discovery in any proceeding or in any non-public communication or discussion seeking or relating to approval or review by any such regulatory body or district or appellate court of the Possible Transaction or any other regulatory or judicial proceeding to which the Possible Transaction may be relevant, and in any such case, ESI will make reasonable efforts to obtain confidential treatment for such Confidential Information, including, without limitation, providing such information to the regulatory body and/or its staff under the confidentiality protections permitted by the governing rules and order of such commission. [Bidder] acknowledges and agrees that ESI and its Representatives hereunder shall be entitled to disclose to any governmental authority as a matter of right, and without seeking any confidential treatment therefor or providing notice thereof to [Bidder], the names of the parties to the Possible Transaction; the nature and type and general descriptions of the Possible Transaction; and terms of the Possible Transaction that ESI, in its good faith judgment, believes are reasonable and appropriate to include in its public application for or other public filing(s) seeking approval of the Possible Transaction by a governmental authority.