Common use of Compulsory Disclosure Clause in Contracts

Compulsory Disclosure. If either Party or any of its Representatives is requested or required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, subpoena or similar legal process to disclose any Evaluation Material of the other Party or Discussions Disclosure, or such Party believes that any Discussions Disclosure is required for it or any of its Representatives not to be in violation of Applicable Law, such Party shall provide the other Party with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that the other Party may seek an appropriate protective order and/or, in the sole discretion of the other Party, waive compliance by such Party or its applicable Representatives with the applicable provisions of this Agreement. If, in the absence of such a protective order or waiver, any Party or any of its Representatives is nonetheless legally compelled to disclose any Evaluation Material of the other Party or Discussions Disclosure, then such Party or such Representatives may, without liability under this Agreement, disclose only such portion of the other Party’s Evaluation Material or make only such Discussions Disclosure (as applicable) as is legally required to be disclosed; provided that such Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment and the other Party agrees to reimburse such Party and any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material or Discussions Disclosure (as applicable) afforded confidential treatment.

Compulsory Disclosure. If either Party Buyer or any of its Representatives is requested or required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, subpoena or similar legal process to disclose any Evaluation Material of the other Party or Discussions Disclosure, or such Party Buyer believes that any Discussions Disclosure is required for it Buyer or any of its Representatives not to be in violation of Applicable Law, such Party Buyer shall provide [Seller] [the other Party Company] with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that [Seller and/or] the other Party Company may seek an appropriate protective order and/or, in the sole discretion of [Seller or] the other PartyCompany, waive compliance by such Party Buyer or its applicable Representatives with the applicable provisions of this Agreement. If, in the absence of such a protective order or waiver, any Party Buyer or any of its Representatives is nonetheless legally compelled to disclose any Evaluation Material of the other Party or Discussions Disclosure, then such Party Buyer or such Representatives may, without liability under this Agreement, disclose only such portion of the other Party’s Evaluation Material or make only such Discussions Disclosure (as applicable) as is legally required to be disclosed; provided that such Party Buyer agrees to use (and to cause its applicable Representatives to use) reasonable efforts to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment and [Seller] [the other Party Company] agrees to reimburse such Party Buyer and any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material or Discussions Disclosure (as applicable) afforded confidential treatment.

Compulsory Disclosure. If either Party In the event that you or any of its your Representatives is requested or are required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, subpoena or similar legal process Law to disclose any Evaluation Material of the other Party or Discussions DisclosureEvaluation Material, you or such Party believes that any Discussions Disclosure is required for it or any of its Representatives not to be in violation of Applicable Law, such Party shall provide the other Party with prompt prior written notice thereofRepresentative shall, to the extent not prohibited permissible by Applicable Law, provide the Company with prompt written notice of any such requirement so that the other Party Company may seek an appropriate a protective order and/oror other appropriate remedy (in each case, in at the sole discretion of the other Party, Company's expense) and/or waive compliance by such Party or its applicable Representatives with the applicable provisions of this Agreement. If, in the absence of such a protective order or waiverother remedy or the receipt of a waiver by the Company, any Party you or any of its your Representatives is nonetheless legally compelled are nonetheless, on the advice of counsel, required by Law to disclose any Evaluation Material, you or your Representative may, without liability hereunder, disclose only that portion of the Evaluation Material which such counsel advises is required by Law to be disclosed (and any such disclosure shall be made only to such persons to whom such counsel advises such information is required by Law to be disclosed), provided that you or such Representative exercise commercially reasonable efforts (at the Company's expense) to preserve the confidentiality of the Evaluation Material, including, without limitation, by reasonably cooperating with the Company to obtain an appropriate protective order or other Party or Discussions Disclosurereliable assurance that confidential treatment will be accorded the Evaluation Material. Notwithstanding anything to the contrary in this Agreement, then such Party or such you and your Representatives may, without liability under this Agreementnotice to the Company, disclose only Evaluation Material, and need not comply with the preceding provisions set forth in this Section, if such portion of disclosure is made to a governmental or regulatory agency or authority having jurisdiction over you or such Representative in connection with an examination, proceeding or request that is not specifically directed at the other Party’s Company, the Evaluation Material or make only such Discussions Disclosure (as applicable) as is legally required to be disclosed; provided that such Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment and the other Party agrees to reimburse such Party and any such Representatives for the entire amount of the reasonable and documented out-of-pocket expenses incurred in connection with such efforts to have such Evaluation Material or Discussions Disclosure (as applicable) afforded confidential treatmentthis Agreement.