Governmental Disclosure Sample Clauses

Governmental Disclosure. In the event that a recipient party is obligated to disclose the other party’s Confidential Information under applicable law or by order of a court or other governmental authority of competent jurisdiction, including, without limitation, in or in connection with any filing under state or Federal securities laws, such disclosure shall not be deemed to be a violation of this Agreement. As promptly as practicable following the recipient party’s becoming aware of its obligation to disclose and, in any event, prior to such disclosure, the recipient party shall provide the disclosing party with notice of the disclosure obligation and a copy, if applicable and possible, of the Confidential Information that the recipient party is obligated to disclose.
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Governmental Disclosure. It is understood and agreed that the recipient of any CONFIDENTIAL INFORMATION shall not be precluded from disclosing such CONFIDENTIAL INFORMATION if such disclosure is made in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof, or by order of the Attorney General of the State of Texas; provided, however, that the recipient first shall have given notice to the disclosing party sufficient to allow the other party to seek protection from such order. Furthermore, it is understood and agreed that nothing in this Agreement shall prevent either party from disclosing information to the United States or any State of foreign government, or to any agency or representative thereof, which is required to be disclosed by law or regulation or to satisfy any governmental regulation relating to the use of the LICENSED PRODUCTS. It is understood and agreed that disclosure of CONFIDENTIAL INFORMATION may be made to the U.S. Patent and Trademark Office, and to comparable foreign offices, for purposes of securing and prosecuting patent application(s) under the PATENT RIGHTS.
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Governmental Disclosure. If required by any law, statute, ordinance, decision, order or regulation passed, adopted, issued or promulgated, or if requested by a court, governmental agency or authority having jurisdiction over a Party, that Party may release Confidential Information, or a portion thereof, to the court, governmental agency or authority, as required or requested, and a Party may disclose Confidential Information to accountants in connection with audits, provided that, if practicable, such Party has notified the other Party of the required disclosure, such that the other Party may attempt (if such Party so chooses) to cause that court, governmental agency, authority or accountant to treat such information in a confidential manner and to prevent such information from being disclosed or otherwise becoming part of the public domain.
Sample 1
Governmental Disclosure. Each Party may disclose the Confidential Information of the other Party as required by Applicable Law or legal process, including to any Regulatory Authority legally requiring the disclosure of such Confidential Information, provided that: (i) such Confidential Information is submitted under applicable provisions, if any, for confidential treatment by such Regulatory Authority; (ii) prior to such disclosure, the Recipient shall provide the Discloser with timely prior written Notice of the disclosure requirement so that it may take whatever action it deems appropriate, including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure at the Discloser’s risk and expense; (iii) the Recipient shall furnish only that portion of the Confidential Information which it is legally required to submit and shall cooperate with the Discloser’s counsel to enable the Discloser to seek a protective order (or other appropriate relief) or reliable assurance that confidential treatment shall be accorded the Confidential Information; and (iv) the Recipient shall endeavor to protect the confidentiality of any Confidential Information to the extent reasonable under the circumstances and use its good faith efforts to prevent the further disclosure of any Confidential Information provided to any Regulatory Authority.
Sample 1
Governmental Disclosure. The parties acknowledge that each may be required to disclose Confidential Information to governmental agencies or authorities by law, and each shall endeavor to limit disclosure to that which is so required. Each party will give the other written notice of any disclosure pursuant to this Section 15.4, which notice shall specify the substance of any such disclosure.
Sample 1

Related to Governmental Disclosure

  • Environmental Disclosure If the Engineer will prepare an environmental impact statement or an environmental assessment under this contract, the Engineer certifies by executing this contract that it has no financial or other interest in the outcome of the project on which the environmental impact statement or environmental assessment is prepared.

  • Governmental Filings The parties shall have made any filing required with Governmental Entities, and any approvals shall have been obtained or any applicable waiting periods shall have expired. If a proceeding or review process by a Governmental Entity is pending in which a decision is expected, Seller shall not be required to consummate the transactions contemplated by this Agreement until such decision is reached or rendered, notwithstanding Seller's legal ability to consummate the transactions contemplated by this Agreement prior to such decision being reached or rendered.

  • Governmental and Third Party Authorizations The execution and delivery by the Purchaser of the Transaction Documents to which the Purchaser is party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation of any of the transactions contemplated hereunder and thereunder do not require any consent, approval, license, order, authorization or declaration from, notice to, action or registration by or filing with any Governmental Authority or any other Person, except as described in Section 3.5.

  • Governmental and Third Party Approvals The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

  • Material Disclosures If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Participating Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.13 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplemental or amended Prospectus as shall be necessary to correct such statement or omission and to comply with the requirements of the Securities Act.

  • Governmental Authorization No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Additional Disclosure Seller shall promptly notify Buyer of, and furnish Buyer with, any information it may reasonably request with respect to the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to Buyer's obligation to consummate the transactions contemplated by this Agreement not to be fulfilled.

  • Supplemental Disclosure From time to time as may be reasonably requested by Agent (which request will not be made more frequently than once each year absent the occurrence and continuance of a Default or an Event of Default), the Credit Parties shall supplement each Disclosure Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or as an exception to such representation or that is necessary to correct any information in such Disclosure Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Disclosure Schedule, such Disclosure Schedule shall be appropriately marked to show the changes made therein); provided that (a) no such supplement to any such Disclosure Schedule or representation shall amend, supplement or otherwise modify any Disclosure Schedule or representation, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Agent and Requisite Lenders in writing, and (b) no supplement shall be required or permitted as to representations and warranties that relate solely to the Closing Date.

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