Common use of Other Permitted Disclosures Clause in Contracts

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyer, (v) a disposition or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserpurchaser except as otherwise required to be disclosed pursuant to the Holdco LLC Agreement. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d10.3(c) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserpurchaser except as otherwise required to be disclosed by Seller or its Affiliates to Investor pursuant to the Holdco LLC Agreement. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d10.3(c) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserParty. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d3.6(b) until Seller has first had the opportunity to exercise its right rights to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Partyanother Party hereunder, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates; (iv) a disposition or proposed disposition by Seller or any Affiliate of Seller of all or a portion of such Person’s direct or indirect equity interest in the Buyer, (ivv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in the Buyer, (vvi) a disposition or proposed disposition by Buyer of any Bloom System or Facility, System; or (vivii) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site LicensePPA, provided that, in the case of items (iii), (iv), (v) and (vvi), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaserParty. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d10.3(c) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller Operator or Buyer Owner or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer Owner of all or a portion of such Person’s equity interests in BuyerOwner, (v) a disposition or proposed disposition by Buyer Owner of any Bloom System or Facility, or (vi) any disclosure required to be made pursuant to the Tariff, an Interconnection Agreement, a PPA Customer (or otherwise) under a PPA Gas Supply Agreement, or a Site LicenseLease, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing party or purchaser. No disclosures of Confidential Information shall be made by Buyer Owner in exercise of its rights under this Section 10.3(d9.3(d) until Seller Operator has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable (including pursuant to the terms of the Repurchase Agreement, if applicable).

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller Operator or Buyer Owner or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer Owner of all or a portion of such Person’s equity interests in BuyerOwner, (v) a disposition or proposed disposition by Buyer Owner of any Bloom System or Facility, or (vi) any disclosure required to be made DM_US 164459510-10.107145.0012 pursuant to the Tariff, an Interconnection Agreement, a PPA Customer (or otherwise) under a PPA Gas Supply Agreement, or a Site LicenseLease, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing party or purchaser. No disclosures of Confidential Information shall be made by Buyer Owner in exercise of its rights under this Section 10.3(d9.3(d) until Seller Operator has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyer, (v) a disposition or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such information may be disclosed and a copy of such confidentiality agreement has been provided to the non-non- disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.62

Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party hereunder from using such Confidential Information in connection with (i) any claim against the other Party, (ii) any exercise by a Party hereunder of any of its rights hereunder, (iii) a financing or proposed financing by Seller or Buyer or their respective Affiliates, (iv) a disposition or proposed disposition by any direct or indirect Affiliate of Buyer of all or a portion of such Person’s equity interests in Buyer, (v) a disposition or proposed disposition by Buyer of any Bloom System or Facility, or (vi) any disclosure required to be made to a PPA Customer (or otherwise) under a PPA or a Site License, provided that, in the case of items (iii), (iv) and (v), the potential financing party or purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate financings or acquisitions before any such Table of Contents information may be disclosed and a copy of such confidentiality agreement has been provided to the non-disclosing party for informational purposes, which copy of such confidentiality agreement may contain redactions of confidential information relating to the potential financing or purchaser. No disclosures of Confidential Information shall be made by Buyer in exercise of its rights under this Section 10.3(d) until Seller has first had the opportunity to exercise its right to take or purchase the Bloom System in question, if applicable.