Permitted Circumstances Sample Clauses

Permitted Circumstances. The Receiving Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations: (a) if required by applicable Law, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange (in which case the terms of such disclosures will be governed by Section 7.2.2 (Confidential Treatment)); provided that the Receiving Party (other than as required by the disclosure policies of a major stock exchange): (i) uses reasonable efforts to inform the Disclosing Party prior to making any such disclosures and reasonably cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy (including redaction), and (ii) whenever possible, request confidential treatment of such information in accordance with Section 7.2.2 (Confidential Treatment); (b) complying with a valid order of a court of competent jurisdiction or other Governmental Entity; (c) for audit purposes, provided that each recipient of Confidential Information will be bound by enforceable obligations of confidentiality and non-use at least as stringent as those imposed upon the Parties pursuant to Section 7 (Confidentiality) prior to any such disclosure; (d) upon the prior written consent of the Disclosing Party (but solely to the extent of such consent); (e) in connection with a court proceeding to enforce its rights under applicable Law, this Agreement, the Closing Date [***], any other [***], or any security agreement entered into in connection with the Back-up Security Interest [***]; (f) disclosure of this Agreement and its terms to its actual or potential investors and other sources of funding, including debt financing, actual or potential providers of Indebtedness, or actual or potential partners, collaborators, or acquirers, actual or potential Purchasers of the Net Sales Payments and their respective accountants, financial advisors, and other professional representatives, provided that (i) such disclosure will be made only to the extent customarily required to consummate such investment, financing, transaction, partnership, collaboration, or acquisition, (ii) each recipient of Confidential Information will be bound by enforceable obligations of confidentiality and non-use at least as stringent as those imposed upon the Parties pursuant to Section 7 (Confidentiality) prior to any such disclosure or otherwise customary for such type and scope of disclosure,...