Common use of Protective Arrangements Clause in Contracts

Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide 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 notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall 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 whom such information was disclosed, in each case to the extent legally permitted.

Protective Arrangements. In the event that a any Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information Covered Information of any other Party (or any member of the other Party’s Group) pursuant to applicable Applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information Covered Information of the any other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof), such Party shall shall, to the extent practicable and unless otherwise required by Applicable Law, notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information Covered Information and shall cooperate, cooperate at the expense of the other Party, Party in seeking any appropriate reasonable protective order arrangements requested by the such other Party. In Subject to the event that such other Party fails to receive such appropriate protective order in a timely mannerforegoing, then the Party Person that received such request or demand may thereafter disclose or provide information Covered Information if and to the extent required by such Applicable Law (as so advised by its counsel) or by lawful process or such Governmental Authority; provided, and however, that the disclosing Party Person shall promptly provide the other Party with a copy only disclose such portion of the information Covered Information so disclosed, in the same form and format so disclosed, together with a list of all Persons required to whom such information was disclosed, in each case to the extent legally permittedbe disclosed or provided.

Protective Arrangements. In Notwithstanding anything herein to the contrary, in the event that a either Party or any member of its Group directors, officers, employees, agents, third party contractors, vendors, accountants, counsel, lenders or other advisors or representatives either determines on the advice of its counsel that it is required to disclose any information Information 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 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 shall, if possible, notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information Information and shall cooperate, cooperate at the expense of the other Party, Party in seeking any appropriate reasonable protective order arrangements requested by the such other Party. In the event that such other Party fails to receive such appropriate a protective order in a timely mannerarrangement is not obtained, then the Party that received such request or demand (i) may thereafter disclose or provide information 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 the disclosing Party (ii) shall promptly provide the other Party with a copy of the information exercise its commercially reasonable efforts to have confidential treatment accorded any such Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permittedfurnished.

Protective Arrangements. In the event that a Party either party or any of its Subsidiaries is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority are traded to disclose or provide information any confidential or proprietary Information of the other Party party (or other than with respect to any member such Information furnished pursuant to the provisions of the other Party’s Group) Sections 8.1 and 8.7, as applicable), that is subject to the confidentiality provisions hereof, such Party party shall notify provide the other Party (to the extent legally permitted) party with written notice of such request or demand as promptly as practicable under the circumstances prior so that such other party shall have an opportunity to disclosing or providing such information and shall cooperateseek an appropriate protective order, at the expense of the such other Party, in seeking any appropriate protective order requested by the other Partyparty’s own cost and expense. In the event that such other Party party fails to receive such appropriate protective order in a timely mannermanner 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 Party party that received such request or demand may thereafter disclose or provide information Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall 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 whom such information was disclosed, in each case to the extent legally permitted.

Protective Arrangements. In the event that a either Party or any member of its Group either determines on the advice of its counsel that it Affiliates is requested or required to disclose (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any information Governmental Authority or pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide any confidential or proprietary 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 notify 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 extent legally permitted) Effective Time, such Party shall, unless prohibited by such request or requirement of the applicable Governmental Authority or under applicable Law, provide the other Party with Notice of such request or demand as promptly as practicable under the circumstances prior so that such other Party shall have an opportunity to disclosing or providing such information and shall cooperateseek an appropriate protective order, at the expense of the such other Party, in seeking any appropriate protective order requested by the other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a timely mannermanner 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 Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall 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 whom such information was disclosed, in each case to the extent legally permitted.

Protective Arrangements. In the event that a Party either party or any of its Subsidiaries is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority are traded to disclose or provide information any confidential or proprietary -51- Information of the other Party party (or other than with respect to any member such Information furnished pursuant to the provisions of the other Party’s Group) Sections 7.1 through 7.9, as applicable), that is subject to the confidentiality provisions hereof, such Party party shall notify provide the other Party (to the extent legally permitted) party with written notice of such request or demand as promptly as practicable under the circumstances prior so that such other party shall have an opportunity to disclosing or providing such information and shall cooperateseek an appropriate protective order, at the expense of the such other Party, in seeking any appropriate protective order requested by the other Partyparty’s own cost and expense. In the event that such other Party party fails to receive such appropriate protective order in a timely mannermanner 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 Party party that received such request or demand may thereafter disclose or provide information Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall 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 whom such information was disclosed, in each case to the extent legally permitted.

Protective Arrangements. In the event that a the Receiving Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law law (including the rules and regulations of the SEC or any national securities exchange) or receives any request or demand under lawful process or from any Governmental Authority governmental authority to disclose or provide information of the other Disclosing Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances party prior to disclosing or providing such information and shall cooperate, cooperate at the expense of the such other Party, party in seeking any appropriate reasonable protective order arrangements (including by seeking confidential treatment of such information) requested by the other Party. In the event that such other Party fails party. Subject to receive such appropriate protective order in a timely mannerthe foregoing, then the Party party that received such a request or demand determined that it is required to disclose information may thereafter disclose or provide information to the extent required by such Law law (as so advised by its counsel) or requested or required by lawful process or such Governmental Authoritygovernmental authority; provided, and the disclosing Party shall promptly provide however, that such party provides the other Party party, to the extent legally permissible, upon request with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

Protective Arrangements. In the event that a any Party or any member of its Group either Subsidiaries determines on the advice of its counsel that it is required to disclose any information Covered Information of any other Party (or any of such Party’s Subsidiaries) pursuant to applicable Applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information Covered Information of the any other Party (or any member of the other such Party’s Group) that is subject to the confidentiality provisions hereofSubsidiaries), such Party shall shall, to the extent practicable and unless otherwise required by Applicable Law, notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information Covered Information and shall cooperate, cooperate at the expense of the other Party, requesting Party in seeking any appropriate reasonable protective order arrangements requested by the such other Party. In Subject to the event that such other Party fails to receive such appropriate protective order in a timely mannerforegoing, then the Party Person that received such request or demand may thereafter disclose or provide information Covered Information if and to the extent required by such Applicable Law (as so advised by its counsel) or by lawful process or of such Governmental Authority; provided, and however, that the disclosing Party Person shall promptly provide the other Party with a copy only disclose such portion of the information Covered Information so disclosed, in the same form and format so disclosed, together with a list of all Persons required to whom such information was disclosed, in each case to the extent legally permittedbe disclosed or provided.

Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority or securities exchange or marketplace to disclose or provide 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 notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall 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 whom such information was disclosed, in each case to the extent legally permitted.