Common use of Protective Arrangements Clause in Contracts

Protective Arrangements. Notwithstanding anything herein to the contrary, in the event that, following the Effective Time, either Party or any of its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify the other Party prior to disclosing or providing such Information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. In the event that a protective arrangement is not obtained, the Person that received such request (i) may thereafter disclose or provide such Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) shall exercise its reasonable best efforts to have confidential treatment accorded any such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTY

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party or any of its directorsSubsidiaries is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares or regulations other securities of a Governmental Authority the Party or receives any demand under lawful process or from any Governmental Authority member of its Group are traded to disclose or provide any confidential or proprietary Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify shall provide the other Party prior with written notice of such request or demand (to disclosing or providing the extent legally permitted) as promptly as practicable under the circumstances so that such Information and other Party shall cooperate have an opportunity to seek an appropriate protective order, at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) the disclosing Party shall exercise its reasonable best efforts promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to have confidential treatment accorded any whom such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTYinformation was disclosed, in each case to the extent legally permitted.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party or any of its directorsSubsidiaries is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide any confidential or proprietary Information of the other Party that is subject to the confidentiality provisions hereof, or to disclose or provide any Personal Data that it processes on behalf of the other Party in accordance with the data protection agreement to be entered into between Xxxxxx and AbbVie as of the Effective Time, such Party shall, if possibleunless prohibited by such request or requirement of the applicable Governmental Authority or under applicable Law, notify provide the other Party prior with Notice of such request or demand as promptly as practicable under the circumstances so that such other Party shall have an opportunity to disclosing or providing such Information and shall cooperate seek an appropriate protective order, at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) shall exercise its reasonable best efforts to have confidential treatment accorded any such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTY.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, either that a Party or any member of its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives Group either determines on the advice of its counsel that it is required to disclose any Information information of the other Party pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any request or demand under lawful process or from any Governmental Authority or securities exchange to disclose or provide Information information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall, if possibleto the extent legally permissible, notify the other Party as promptly as practicable under the circumstances prior to disclosing or providing such Information information and shall cooperate cooperate, at the expense of the requesting Party other Party, in seeking any an appropriate protective order and other protective arrangement (including by using its commercially reasonable protective arrangements efforts to ensure that confidential treatment is accorded such information) requested by such other Party. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information information to the extent required by such Law (as so advised by its counsel) or requested or required by lawful process or such Governmental AuthorityAuthority or securities exchange, without liability therefor and (ii) the disclosing Party shall exercise its reasonable best efforts promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to have confidential treatment accorded any whom such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTYinformation was disclosed, in each case to the extent legally permitted.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party or any of its directorsAffiliates is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide any Confidential Information of the other Party (other than with respect to any such information furnished pursuant to the provisions of Sections 6.01 through 6.07), as applicable, that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify shall provide the other Party prior with notice of such request or demand as promptly as practicable under the circumstances so that such other Party shall have an opportunity to disclosing or providing such Information and shall cooperate seek an appropriate protective order, at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. Confidential Information that is disclosed by judicial or administrative process or as required by applicable Law shall remain otherwise subject to the confidentiality provisions of Section 6.08, without liability therefor and (ii) the Party disclosing Confidential Information pursuant to law or court order or as required by applicable Law shall exercise its reasonable best efforts take all steps reasonably necessary, including obtaining an order of confidentiality, to have ensure the continued confidential treatment accorded any of such Information so furnishedConfidential Information. ARTICLE VII NO REPRESENTATION OR WARRANTYNotwithstanding the foregoing, with respect to the release of information under the JDA, the terms of the JDA shall prevail.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party or any of its directorsAffiliates is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the Party or regulations any member of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority its Group are traded to disclose or provide any confidential or proprietary Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify shall provide the other Party prior with written notice of such request or demand (to disclosing or providing the extent legally permitted) as promptly as practicable under the circumstances so that such Information and other Party shall cooperate have an opportunity to seek an appropriate protective order, at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) the disclosing Party shall exercise its reasonable best efforts promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to have confidential treatment accorded any whom such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTYinformation was disclosed, in each case to the extent legally permitted.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, either that any Party or any of its directorsAffiliates is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information any confidential or proprietary information of the other Party that is subject to the confidentiality provisions hereof, or to disclose or provide any Personal Data that it processes on behalf of the other Party in accordance with the data protection agreement to be entered into between Xxxxxx and AbbVie as of the Effective Time, such Party shall, if possibleunless prohibited by such request or requirement of the applicable Governmental Authority or under applicable Law, notify the provide such other Party prior with Notice of such request or demand as promptly as practicable under the circumstances so that such other Party shall have an opportunity to disclosing or providing such Information and shall cooperate seek an appropriate protective order, at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) shall exercise its reasonable best efforts to have confidential treatment accorded any such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTY.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party party or any of its directorsSubsidiaries is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the party or regulations any member of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority its Group are traded to disclose or provide any confidential or proprietary Information of the other Party party (other than with respect to any such Information furnished pursuant to the provisions of Sections 7.1 through 7.10, as applicable), that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify party shall provide the other Party prior to disclosing party with written notice of such request or providing such Information and shall cooperate at demand as promptly as practicable under the expense of the requesting Party in seeking any reasonable protective arrangements requested by circumstances so that such other Partyparty shall have an opportunity to seek an appropriate protective order, at such other party’s own cost and expense. In the event that such other party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the party receiving the request or demand, then the Person party that received such request (i) or demand may thereafter disclose or provide such Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) shall exercise its reasonable best efforts to have confidential treatment accorded any such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTY.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party or any of its directorsAffiliates is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the Party or regulations any of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority its Affiliates are traded to disclose or provide any confidential or proprietary Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify shall provide the other Party prior with written notice of such request or demand (to disclosing or providing the extent legally permitted) as promptly as practicable under the circumstances so that such Information and other Party shall cooperate have an opportunity to seek an appropriate protective order, at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) the disclosing Party shall exercise its reasonable best efforts promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to have confidential treatment accorded any whom such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTYinformation was disclosed, in each case to the extent legally permitted.

Protective Arrangements. Notwithstanding anything herein to the contrary, in In the event that, following the Effective Time, that either Party or any of its directorsAffiliates is requested or required (by oral question, officersinterrogatories, employeesrequests for information or documents, agentssubpoena, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose civil investigative demand or similar process) by any Information Governmental Authority or pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide any Confidential Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possibleunless prohibited by such request or requirement of the applicable Governmental Authority or under applicable Law, notify provide the other Party prior with Notice of such request or demand as promptly as practicable under the circumstances so that such other Party shall have an opportunity to disclosing or providing such Information seek an appropriate protective order, and shall reasonably cooperate at the expense of the requesting with such other Party in seeking any reasonable protective arrangements requested by connection therewith, at such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a protective arrangement is not obtainedtimely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Person Party that received such request (i) or demand may thereafter disclose or provide such Confidential Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor Authority and (ii) shall exercise its use reasonable best efforts to have ensure that confidential treatment is accorded any such Information so furnished. ARTICLE VII NO REPRESENTATION OR WARRANTYConfidential Information.