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.
Appears in 1 contract
Samples: Share Purchase Agreement
Permitted Disclosures of Confidential Information. 18.2.1 17.2.1 A Party may disclose Confidential Information only:
(a) with the prior written approval of the other Party (which shall not be unreasonably withheld)Party;
(b) to the extent required by Law (including the regulations of any relevant stock exchange as applicable to either Party or its Affiliates) or pursuant to an order of a Governmental Entity or required under an applicable stock exchange regulationEntity;
(c) to any Tax Authority in connection with the Tax affairs of the Purchaser or any Group Company (or as otherwise required to be disclosed by any Tax Law);
(d) to the extent required for the purposes of fulfilling its obligations under this Agreement, the Employment Agreement or any other Transaction Documents;
(de) 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;
(ef) 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;
(fg) 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 (including the regulations of any relevant stock exchange as applicable to either Party or its Affiliates) 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.
17.2.2 The Parties acknowledge that the Purchaser (or any of its Affiliates) is required by Law to disclose the content of this Agreement as part of their 8K-filing as a result of which such disclosure is permitted under this Agreement. By signing this Agreement, the Parties agree that no further notifications in this respect are required to be made by the Purchaser to the Seller and the Purchaser will be entitled to disclose the content of this Agreement as part of their 8K-filing on the date of this Agreement.
Appears in 1 contract
Permitted Disclosures of Confidential Information. 18.2.1 A Party may disclose Confidential Information only:
(a) with the prior written approval of from 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 regulationEntity;
(c) to the extent required for the purposes of fulfilling its obligations under this Agreement or any other Transaction DocumentsAgreement;
(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.
Appears in 1 contract
Samples: Share Purchase Agreement
Permitted Disclosures of Confidential Information. 18.2.1 6.2.1 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 regulationEntity;
(c) to the extent required for the purposes of fulfilling its obligations under this Agreement or any other Transaction Documentsancillary 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 agreementancillary documents;
(e) to a Designated Transferee;
(f) to that Party’s Representatives 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 6 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.
Appears in 1 contract
Permitted Disclosures of Confidential Information. 18.2.1 A Party may disclose Confidential Information only:
(a) with the prior written approval of from 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 regulationEntity;
(c) to the extent required for the purposes of fulfilling its obligations under this Agreement or any other Transaction DocumentsAgreement;
(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 its financing parties and their Representatives;
(f) 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;
(fg) 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.. Table of Contents
Appears in 1 contract
Samples: Share Purchase Agreement (Timken Co)