Clauses 12 Clause Samples

Clauses 12. 7.1 and 12.7.2 shall override any appropriation made by Newco.

Clauses 12. 1 and 12.2 shall not prohibit disclosure or use of any information referred therein if and to the extent: 12.3.1 the disclosure or use is required by law or any regulatory body (e.g. 8k under the US SEC rules); 12.3.2 the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Contractual Party; 12.3.3 the disclosure is made to professional advisers of the Seller's Side or the Purchasers' Side who are under statutory obligations of professional secrecy; 12.3.4 the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); 12.3.5 the Contractual Party affected by the disclosure or use of information has given prior written approval to such disclosure or use; or 12.3.6 the information is independently developed after Closing;

Clauses 12. 1 and 12.2 shall not apply to the extent that: 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 11 (Freedom of Information and Data Protection); 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 12.2.3 such information was obtained from a third party without obligation of confidentiality; 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement, the Development Agreement and/or any Hosting and Support Agreement; or 12.2.5 it is independently developed without access to the other party's Confidential Information.

Clauses 12. 1.1 and 12.1.2 shall be without prejudice to Clause 30 (Service Credit Regime) and the indemnity or reimbursement obligation granted by the Authority to the Contractor under Clauses 11.4.1 (Indemnities relating to Existing Leases),

Clauses 12. 1.9 and 12.1.10 of the Agreement are deleted in their entirety and replaced with the following quoted text: QUOTE

Clauses 12. 1 - 12.6 inclusive above shall not prevent disclosure of confidential information: 12.7.1 to the extent required by law or regulation but in those circumstances the relevant party shall give the other parties prompt written notice where practicable and lawful to do so before the disclosure occurs so that the other parties can pursue any opportunity to resist disclosure though appropriate legal means; 12.7.2 to the extent required by any securities exchange or regulatory or governmental body to which any of the parties is subject; 12.7.3 to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by any person; or 12.7.4 to professional advisers, to the extent that they need to know for the purposes of this Agreement and subject to equivalent undertakings of confidentiality.

Clauses 12. 3 and 12.4 shall not restrict the disclosure or use of information if and to the extent: 12.6.1 the information is or becomes publicly available (other than as a result of a breach by the discloser of any provision of (a) this agreement or (b) the confidentiality agreement between the Sellers and the Purchaser referred to in clause 12.7); 12.6.2 expressly required or permitted by this agreement or any other Acquisition Document; 12.6.3 required for the benefit of the Purchaser Group; 12.6.4 disclosure is made on a strictly confidential and need to know basis by the discloser to (a) (when the discloser is a member of the Purchaser Group) other members of the Purchaser Group; or (b) any of its or their Representatives, insurers, pension trustees, auditors or current or prospective funders; 12.6.5 as regards a Seller, is required or is considered necessary by him as part of, or in connection with the discharge by the Seller of his duties or obligations, to any member of the Purchaser Group pursuant to any agreement to which he is party with a member of the Purchaser Group; or (ii) the performance of his service agreement or contract of employment with a member of the Purchaser Group; or 12.6.6 required in connection with any legal action or proceedings (including any Acquisition Dispute).

Clauses 12. 1 and 12.2 apply for the term of this Agreement and for a period of 7 years from the date of expiration or termination of this Agreement.