Permitted Disclosure of Confidential Information Sample Clauses
Permitted Disclosure of Confidential Information. Notwithstanding the provisions of clause 30.1 (Confidential Information), the Confidential Information may be disclosed:
31.3.1 by either Party to any Responsible Authority (where for the purposes of this clause 30.3 (Permitted disclosure of Confidential Information) such definition shall be limited to South Africa) or to any of the shareholders (direct or indirect), agents, consultants, contractors, advisers, financiers, potential financiers, investors, potential purchasers of the interests of a shareholder (direct or indirect), insurers or lenders of such Party or its Affiliates, in any such case for the purpose of enabling the disclosing Party to comply with its obligations under this Agreement, provided that:
31.3.1.1 such Party notifies the recipient at or about the time of such disclosure that the information is confidential and should not be disclosed by the recipient to third parties; and
31.3.1.2 such Party shall be responsible for ensuring that the recipient keeps the Confidential Information confidential and shall accordingly be responsible for any failure of the recipient to do so;
31.3.2 by either Party as may be required by the regulations of any recognised securities exchange upon which the share capital of the Party (or any shareholder (direct or indirect) in the Party) is or is proposed to be from time to time listed or dealt in, and the Party making the disclosure shall, if reasonably practicable prior to making the disclosure, and in any event as soon as reasonably practicable thereafter, supply the other Party with a copy of such disclosure or statement and details of the persons to whom the Confidential Information is to be, or has been, disclosed;
31.3.3 by either Party as may be necessary to comply with any obligation under any applicable Law;
31.3.4 by either Party if required by any court, any arbitrator or administrative tribunal or an expert in the course of proceedings before it to which the disclosing Party is a party; or
31.3.5 by either Party, if so agreed in writing by the Parties prior to the disclosure.
Permitted Disclosure of Confidential Information. 4.1 The Receiving Party may disclose in confidence Confidential Information to any of its Affiliates and employees, in which event the Affiliate and employee shall be entitled to use the Confidential Information but only to the same extent the Receiving Party is permitted to do so under this Agreement. The Receiving Party agrees that such Affiliates or employees are subject to confidentiality obligations no less restrictive than those of this Agreement.
4.2 The Receiving Party shall limit the dissemination of Confidential Information of its Affiliates and employees having a need to receive such information to carry out the Purpose.
4.3 The Receiving Party may disclose Confidential Information to its consultants, contractors, sub-contractors, agents or similar persons and entities having a need to receive such information to carry out the Purpose on the prior written consent of the Disclosing Party. In the event that the Disclosing Party gives such consents, the Receiving Party agrees that such individuals are subject to confidentiality obligations no less restrictive than those of this Agreement.
4.4 Notwithstanding Clause 2.1, the Receiving Party shall not be prevented from disclosing Confidential Information, where (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that the Receiving Party, to the extent possible, has first given prior written notice to the Disclosing Party and made reasonable efforts to protect the Confidential Information in connection with such disclosure.
Permitted Disclosure of Confidential Information.
4.1 The restrictions in paragraph 2.1 do not apply to the disclosure by a Party of the Other Party's Confidential Information:
4.1.1 to its Representatives, and by any such Representative to any other such Representative, in each case who need to know the Other Party’s Confidential Information for the purposes of advising on, evaluating, negotiating and/or implementing the Proposed Transaction and whose knowledge of the Other Party's Confidential Information is essential for these purposes;
4.1.2 to the extent required by Relevant Laws or requested by any applicable regulatory, governmental or supervisory authority to whose jurisdiction any member of a Party's Group is subject, including the Panel (subject to paragraph 5);
4.1.3 to any regulatory, governmental or supervisory authority to whose jurisdiction any member of a Party’s Group or the Company is subject including, without limitation, the Panel, the Financial Conduct Authority, the Prudential Regulation Authority and/or the Bank of England, or to any financial ratings agency in the course of confidential discussions or communications with any such person in connection with the Proposed Transaction; or
4.1.4 where permitted pursuant to paragraph 5.1.
4.2 Each Party shall ensure that each person to whom any of the Other Party's Confidential Information is disclosed by that Party in accordance with paragraph 4.1.1 complies with all the provisions of this agreement as if it were a party to this agreement and had undertaken the same obligations as are undertaken by that Party (save that neither Party shall have an obligation to ensure that its professional advisers or Permitted Finance Providers comply with paragraph 7.3.2), and, save as aforesaid, each Party shall be responsible for any breach of the provisions of this agreement by any such person.
4.3 Notwithstanding any other provision of this agreement, you shall be permitted to have discussions with Virgin Enterprises Limited (or its directors, officers, employees, agents and professional advisers) during which reference is made to the existence and/or status of the Proposed Transaction, to the extent reasonably necessary, provided that: (i) such reference is made in the context of discussions about the TMLA and/or other potential arrangements involving the use of trademarks, logos and branding belonging to or controlled by Virgin Enterprises Limited that may be varied or put in place in connection with or following the Proposed Transaction; an...
Permitted Disclosure of Confidential Information. 15.3.1 The restrictions in clause 15.2 shall not apply to the disclosure of Confidential Information:
(a) with the prior written consent of the other parties;
(b) by a Shareholder to any Director appointed by it or to any of its Affiliates, or to any of its directors or employees whose duties include the management or monitoring of the business of the Company and who need to know such information in order to discharge such duties;
(a) to the extent required by applicable Law or regulation (subject to clause 16.2);
(b) the disclosure is required for the purposes of any judicial proceedings arising out of this Agreement;
(c) to the extent that preventing that disclosure would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU;
(d) to bona fide potential purchasers of interests in the Company or to their professional advisers or finance providers provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase and provided that the disclosure is limited to information regarding the terms of this Agreement and the Articles and the business and assets of the Group; and
(e) to the extent that the information is reasonably required to be disclosed to a relevant Tax Authority in connection with the proper administration of the Tax affairs of the relevant party or any of its Affiliates.
15.3.2 A party shall ensure that each person to whom Confidential Information is disclosed by it in accordance with clause 15.3 complies with all the provisions of this Agreement as if it were a party to this Agreement, and such party shall be responsible for any breach of the provisions of this Agreement by any such person.
Permitted Disclosure of Confidential Information. Notwithstanding any provision to the contrary in the Agreement, the Receiving Party shall be entitled to disclose Confidential Information if required to do so:
(a) by order of a court or government agency of competent jurisdiction, or
(b) by any applicable law; provided, however, that prior to making such disclosure, the Receiving Party shall if possible advise the Disclosing Party of the circumstances requiring such disclosure in order to afford the Disclosing Party sufficient advance notice to permit to raise any objections that it may deem appropriate.
Permitted Disclosure of Confidential Information. Each party may disclose the other’s Confidential Information to the extent necessary for the purposes described in clause 7.1 to its internal personnel, in the case of Vatix to those of its Sub-processors on a need to know basis, its insurers, professional advisers and auditors subject, in each case, to the recipient being under a binding duty of confidence to protect the Confidential Information received to at least the same level as this Agreement requires and may also disclose the Confidential Information to the extent and to the person(s) necessary to comply with Applicable Law.
Permitted Disclosure of Confidential Information. Either party may disclose Confidential Information to:
(a) a party’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such party’s performance of its obligations under this Agreement;
(b) any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing party;
(c) a third party with whom the disclosing party contemplates any independent business activity or operation; or
(d) a third party to whom the disclosing party contemplates a sale or other disposition of the whole or part of its Participating Interest. The party disclosing Confidential Information pursuant to this Section 19.2 will disclose such Confidential Information to only those parties who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 19.2 and who have agreed in writing supplied to, and enforceable by, the other party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article 19. The party disclosing Confidential Information will be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.
Permitted Disclosure of Confidential Information. Notwithstanding Section 10.1 above, a Purchaser may disclose Confidential Information to a Purchaser Representative, the term "Purchaser Representative" being defined to mean an affiliate of such Purchaser, or any partner, officer, employee, advisor, legal counsel, consultant or other agent or representative of or to such Purchaser or such affiliate. The Company hereby acknowledges that the Purchasers regularly send investment reports and updates to their respective partners, which reports and updates contain information concerning the investments made by such Purchaser. Prior to or simultaneously with any such disclosure to a Purchaser Representative, a Purchaser shall use its good faith efforts to give to the Purchaser Representative a copy of this Section 10 under cover of a letter or memo addressed to the Purchaser Representative, or otherwise indicate to the Purchaser Representative that the information being disclosed is confidential and subject to restrictions.
Permitted Disclosure of Confidential Information. Notwithstanding anything in this Agreement to the contrary, either Party may disclose the Confidential Information of the other Party to its personnel, agents and advisors (including legal and financial advisors) who have a need to know such information in connection with the performance of the Services hereunder and who are obligated by written agreement or ethical obligation to keep such information confidential. Either Party may disclose the Confidential Information if such disclosure is required by law, court order or regulation; provided, however, that such Party will notify the other Party in writing in advance of such disclosure to the extent legally permissible, and will provide the other Party with copies of any related information so that the Party may take appropriate action to protect its Confidential Information. In addition, each Party may disclose the terms and conditions of this Agreement: (i) as required under applicable securities regulations and (ii) on a confidential basis to current or prospective investors or acquirers of such Party.
Permitted Disclosure of Confidential Information. The obligation of confidentiality at clause 4.1 does not apply to: