Permitted Disclosures of Confidential Information. For purposes of this Section, only the officers, trustees, directors, and employees of Sponsor, its affiliates and the Trust and those of Precious Metals Dealer, including their respective accountants, auditors, attorneys, agents or service providers, shall be authorized parties, provided those individuals have a “need to know” the Confidential Information that is consistent with their respective positions and legal obligations and responsibilities. In the event that Confidential Information may be required to be disclosed under applicable securities laws or rules, such Confidential Information may be disclosed upon notice to the other party, which notice may be a copy of the document containing such disclosure. In the event that one party (the “Disclosing Party”) is requested or required by a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Disclosing Party to disclose any Confidential Information of the other party (the “Non-Disclosing Party”), to the extent permitted by law, regulation or individual process the Disclosing Party shall provide the Non-Disclosing Party with prompt written notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of its independent outside counsel, required to disclose Confidential Information, the Disclosing Party may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Disclosing Party is required to be disclosed, provided that the Disclosing Party shall take all reasonably practicable measures to preserve the confidentiality of the Confidential Information, including, without limitation, protection under the Freedom of Information Act of the federal government or any state government or by reasonably cooperating with the Non-Disclosing Party, at the Non-Disclosing Party’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
Permitted Disclosures of Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure and to the extent permitted by law, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Permitted Disclosures of Confidential Information. 18.2.1 A Party may disclose Confidential Information only:
(a) with the prior written approval of the other Party (which shall not be unreasonably withheld);
(b) to the extent required by Law or pursuant to an order of a Governmental Entity or required under an applicable stock exchange regulation;
(c) to the extent required for the purposes of fulfilling its obligations under this Agreement or any other Transaction Documents;
(d) to the extent reasonably required to conduct the defence of a claim or to enforce any rights or to exercise any remedies under the Transaction Documents, including this Agreement or any related agreement;
(e) to that Party’s Representatives or Affiliates, but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of the terms of this Clause and instructed to adhere to those terms as if such person were bound by them;
(f) to a person that has the intention to assume rights or obligations of such Party under and in accordance with this Agreement, but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of the terms of this Clause and instructed to adhere to those terms as if such person were bound by them; provided that if a Party is required by Law or pursuant to an order of a Governmental Entity or applicable stock exchange regulation to disclose any Confidential Information, it shall promptly and if reasonably possible and lawful before disclosure occurs notify the other Party. The Party required to disclose Confidential Information shall, if reasonably possible and lawful, co-operate with the other Party with regard to the timing and content of such disclosure, or any action which the other Party may reasonably elect to challenge such requirement.
Permitted Disclosures of Confidential Information. Nothing in this Section 13 prevents any party from disclosing any Confidential Information if compelled by any law or by order of any court of competent jurisdiction.
Permitted Disclosures of Confidential Information. Notwithstanding anything to the contrary in this Agreement, the restrictions set out in Subsection 5.3 do not apply to Confidential Information in respect of which disclosure is required:
Permitted Disclosures of Confidential Information. Notwithstanding the foregoing, Confidential Information may be disclosed as required by applicable law or any governmental agency, provided that before disclosing such information the Discloser must provide the Recipient with sufficient advance notice of such request for the information to enable the Recipient to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information, to the extent permitted by applicable law.
Permitted Disclosures of Confidential Information. Nothing in this Agreement is intended to or does prevent the Employee from disclosing Confidential Information (i) to the extent such disclosure is required in response to a valid subpoena or other legal process, provided that before making such disclosure, the Employee furnishes the Employer with advance notice of such subpoena or other legal process to allow the Employer sufficient time to obtain, in the Employer’s discretion, an appropriate protective order or otherwise oppose or limit such disclosure, or (ii) to the extent such disclosure is made pursuant to Section 7(b) of the Defend Trade Secrets Act of 2016, which provides:
Permitted Disclosures of Confidential Information. The foregoing shall not preclude the disclosure of Confidential Information by Receiver:
(a) to its legal representatives, Affiliates, agents, consultants, directors, outside subcontractors, sublicensees, development partners, and prospective investors under like confidentiality obligations on the part of the recipients and solely for the purposes of the Receiver fulfilling its obligations under this Agreement;
(b) to the extent required by law or regulation, provided that to the extent reasonably possible, Receiver shall give prompt written notice of the proposed disclosure to Discloser so as to allow Discloser an opportunity, at its own cost and expense, to object to such requirement and, if applicable, assure that confidential treatment will be accorded to such Confidential Information;
(c) to Regulatory Authorities, to the extent that such Confidential Information is reasonably required to be disclosed for the purpose of securing necessary governmental authorization for the clinical testing or marketing of Licensed Products or for the purpose of conducting clinical testing; or
(d) to the extent that such Confidential Information is reasonably required to be disclosed for the purpose of prosecuting or defending litigation; provided, however, the Receiver shall promptly notify the Discloser of such request and cooperate with the Discloser to obtain any and all possible protection for such Confidential Information prior to providing same to requestor, if such is ultimately required.
Permitted Disclosures of Confidential Information. Notwithstanding the provisions above or anything to the contrary, either Party may to the extent necessary, disclose and use Confidential Information disclosed to it by the other Party where the disclosure and use of the Confidential Information will be reasonably useful or necessary to the procurement, maintenance and enforcement of patent rights claiming Program IP in accordance with Sections 5.1, 5.2 and 5.4, provided that the other Party will have been notified of such disclosure and provided an opportunity to comment on such disclosure and such comments are reasonably considered by the Party procuring, maintaining or enforcing such patent rights.
Permitted Disclosures of Confidential Information. The receiving party may disclose the Confidential Information, solely for the purposes permitted by this Agreement, to its managers, directors, officers, employees, agents, attorneys, accountants and other representatives and advisors strictly on a need-to-know basis; provided that the receiving party agrees to inform each person to whom the Confidential Information is disclosed of the terms and conditions of this Agreement; and further provided that the receiving party remains liable to disclosing party for any violation of this Agreement by reason of the actions or inactions on the part of any other person who acquires access to the Confidential Information by, from or through the receiving party.
