Permitted disclosure or use. Clause 8.1 shall not apply if and to the extent that the Party using or disclosing Confidential Information can demonstrate that:
(A) such disclosure is required by law or by any supervisory, regulatory or governmental body having jurisdiction over it (including the Stock Exchange, the SFC, the regulatory authorities in the People's Republic of China and Singapore Exchange Securities Trading Limited) and whether or not the requirement has the force of law; or
(B) such disclosure is to its professional advisers in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of the same or; or
(C) in the case of disclosure or use, the Confidential Information concerned was lawfully in its possession (as evidenced by written records) prior to its being obtained or received as described in clause 8.1(A); or
(D) in the case of disclosure or use, the Confidential Information concerned has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed in accordance with clause 8.1(B). Any information to be disclosed pursuant to sub-clause (A) above shall be disclosed only after prior consultation to the extent reasonably practicable with the other Party.
Permitted disclosure or use. To the extent applicable law requires a finite duration, the foregoing restrictions on the disclosure or use of Confidential Information shall apply for a period of five (5) years following termination of Employee’s employment for any reason or no reason, unless such information qualifies as a trade secret under applicable state or federal law or Third Party Confidential Information, in which case the foregoing restrictions shall continue for so long as the trade secrets remain secret and Employer remains obligated to protect the Third-Party Confidential Information. “Third-Party Confidential Information” means confidential and proprietary or private information received by Employer from customers or other third-party individuals or business entities in trust and confidence or pursuant to a duty of confidentiality. If Employee is requested or becomes legally compelled to make any disclosure that is otherwise prohibited by this Agreement, Employee shall promptly notify Employer no later than fourteen (14) days prior to such disclosure so that Employer may seek a protective order or other appropriate relief if Employer deems such protection or remedy necessary. Subject to the foregoing, Employee may furnish only that portion of the Confidential Information that Employee is legally compelled or required by law to disclose. However, nothing in this Agreement, any other agreement between Employee and Employer or in any Employer policy applicable to Employee shall preclude Employee from providing a federal or state governmental, regulatory or administrative agency truthful information concerning a suspected violation of the law without disclosure (in advance or otherwise) to Employer. Notwithstanding anything herein to the contrary, under the Federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made (1) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret infor...
Permitted disclosure or use. Clause 11.1 shall not apply if and to the extent that the party using or disclosing Confidential Information can demonstrate that:
(A) such disclosure is required by Law or regulation or by any stock exchange or any supervisory, regulatory, governmental or anti-trust body (including, for the avoidance of doubt, any tax authority) having applicable jurisdiction; or
(B) such disclosure is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by clause 20; or
(C) the Confidential Information concerned was lawfully in its possession or the possession of any of its Representatives (as evidenced by written records) and not subject to any obligation of secrecy on its part prior to its being received or held as set out in clause 11.1 (other than information held by the Vendor or its Representatives regarding the Group Companies which is expressly excluded from the scope of this sub-paragraph); or
(D) the Confidential Information concerned has come into the public domain other than through its fault (or that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with this clause 11.2.
Permitted disclosure or use. Clause 11.1 shall not apply if and to the extent that the party using or disclosing Confidential Information can demonstrate that:
(A) such disclosure is required by law or by any supervisory, regulatory or governmental body having jurisdiction over it and whether or not the requirement has the force of law Provided that the content of such disclosure shall have been previously approved by the other parties (except the Guarantors) hereto in writing; or
(B) such disclosure to its professional advisers in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of or in connection with the same Provided that such professional advisers are subject to confidentiality obligations substantially similar to this Clause 11; or
(C) such disclosure is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by clause 14.1; or
(D) in the case of disclosure or use, the Confidential Information concerned was lawfully in its possession (as evidenced by written records) prior to its being obtained or received as described in clause 11.1 above; or
(E) in the case of disclosure or use, the Confidential Information concerned has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed in accordance with sub-clause (B) above.
Permitted disclosure or use. Clause 18.1 shall not apply if and to the extent that the Party using or disclosing Confidential Information can demonstrate that:
18.2.1 Such disclosure is required by law or any regulation or is required, or required, by any supervisory, regulatory or governmental body having jurisdiction over it (including any Exchange, the Financial Services Authority, the Panel on Takeovers and Mergers and the Serious Fraud Office) and whether or not the requirement or request has the force of law; or
18.2.2 Such disclosure is to its professional advisers or employees who may need to know, in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of the same or, where the disclosing party is the Lender, is of information necessarily or reasonably disclosed to any person concerned with any transaction for financing a Loan or the granting of security over the same or over the benefit of this Agreement; or
18.2.3 Such disclosure is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by clause 15.1; or
18.2.4 In the case of disclosure or use, the Confidential Information concerned was lawfully in its possessions (as evidenced by written records) prior to its being obtained or received as described in clause 18.1(A); or
18.2.5 In the case of disclosure or use, the Confidential Information concerned has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed in accordance with clause 18.1(B).
Permitted disclosure or use. Clause 11.1 shall not apply if and to the extent that the Party using or disclosing Confidential Information can demonstrate that:
(A) such disclosure is to a Substantial Shareholder or a company controlled by a Substantial Shareholder or under common control with a Substantial Shareholder (a "Related Party)
(B) such disclosure is required by law or by any supervisory, regulatory or governmental body having jurisdiction over it or a Related Party (including the Stock Exchange, the SFC, the Singapore Stock Exchange and the PRC State Council) and whether or not the requirement has the force of law; or
Permitted disclosure or use. Clause 16.1 shall not apply if and to the extent that the Party using or disclosing Confidential Information can demonstrate that:
(A) such disclosure is required by Law or is required or requested by any Authority having jurisdiction over it and whether or not the requirement or request has the force of Law;
(B) such disclosure or use is to its officers, employees, agents, consultants and professional advisers in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of the same or, where the disclosing party is the Purchaser, is of information necessarily or reasonably disclosed to any person concerned with any transaction for financing the purchase of the Sale Shares or the granting of security over the same or over the benefit of this Agreement or any other transaction dependent upon or relating to such purchase or any transaction involving the sale or other disposal of any of the Sale Shares or the whole or any part of the issued share capital of the Company or any of the Subsidiaries for the time being or any of the assets for the time being of any such company or any other company to which any such assets have been transferred or the transfer of control of any company mentioned in this clause 16.2(B); or
(C) such disclosure is required to facilitate the satisfaction of any of the Conditions; or
(D) such disclosure is required to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement permitted by clause 18.1; or
(E) in the case of disclosure or use, the relevant Confidential Information was lawfully in its possession (as evidenced by written records) prior to its being obtained or received as described in clause 16.1(A); or
(F) in the case of disclosure or use, the relevant Confidential Information has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed as permitted by this clause 16.
Permitted disclosure or use. Clause 16.1 shall not apply if and to the extent that the party using or disclosing Confidential Information can demonstrate that:-
(A) such disclosure is required by law or is required or requested by any supervisory, regulatory or governmental body including any stock exchange regulatory bodies having jurisdiction over it and whether or not the requirement or request has the force of law; or
(B) such disclosure is to its professional advisers in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of the same; or
(C) such disclosure is required to facilitate the obtaining of any consents required for the transfer or assignment of the Business or any of the Business Assets to the Purchaser; or
(D) in the case of disclosure or use, the Confidential Information concerned was lawfully in its possession (as evidenced by written records) prior to its being obtained or received as described in clause 16.1(A); or
(E) in the case of disclosure or use, the Confidential Information concerned has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed as permitted by clause 16.1(B).
Permitted disclosure or use. Clause 7.1 shall not apply if and to the extent that the party using or disclosing Confidential Information can demonstrate that:
(A) such disclosure is required by law or is required or requested by any supervisory, regulatory or governmental body having jurisdiction over it and whether or not the requirement or request has the force of law; or
(B) such disclosure is to its professional advisers in relation to the negotiation entry into or performance of this Agreement or any matter arising out of the same;
(C) in the case of disclosure or use, the Confidential Information concerned was lawfully in its possession (as evidenced by written records) prior to its being obtained or received as described in clause 7.1(A); or
(D) in the case of disclosure or use, the Confidential Information concerned has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed in accordance with clause 7.1(B).
Permitted disclosure or use. To the extent applicable law requires a finite duration, the foregoing restrictions on the disclosure or use of Confidential Information shall apply for a period of five (5) years following termination of Employee’s employment for any CHICAGO/#3118551.4
