Common use of Protective Arrangements Clause in Contracts

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 6 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Interval Leisure Group, Inc.), Separation and Distribution Agreement (Tree.com, Inc.)

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Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.086.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 6 contracts

Samples: Master Transaction Agreement, Contribution Agreement (ANGI Homeservices Inc.), Contribution Agreement (ANGI Homeservices Inc.)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.088.15. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed. [The remainder of this page is intentionally blank.]

Appears in 4 contracts

Samples: Metal Supply Agreement (Novelis Inc.), Molten Metal Supply Agreement (Novelis Inc.), Metal Supply Agreement (Novelis Inc.)

Protective Arrangements. In the event that any Confidential Information is required to be kept confidential pursuant to Section 8.01 and the Receiving Party or any member Person in its Group either determines on the advice of its Group or any Affiliate of such Party or any of their respective Representatives either determines counsel that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable applicable Law (including the rules and regulations of the Commission or any national securities exchange) or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), Person in the Disclosing Party shall, Party’s Group) that is subject to the extent permitted by Applicable Lawconfidentiality provisions hereof, promptly such Party shall notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing expense of such other Party so that the Providing Party may seek in seeking any reasonable protective arrangements or (including by seeking confidential treatment of such Confidential Information) requested by such other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party Person that received such a request or determined that it is required to disclose Confidential Information may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (including the rules and regulations of the Commission or any national securities exchange) (as so advised by legal counsel) or by lawful process requested or required by such Governmental Authority and shall promptly provide Authority; provided, however, that such Person provides the Providing Party other Party, to the extent legally permissible, upon request with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 4 contracts

Samples: Separation Agreement (FirstCaribbean International Bank LTD), Separation and Shareholder Agreement (Citizens Financial Group Inc/Ri), Separation and Shareholder Agreement (Citizens Financial Group Inc/Ri)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.089.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 4 contracts

Samples: Separation Agreement (Expedia, Inc.), Separation Agreement (TripAdvisor, Inc.), Separation Agreement (Expedia, Inc.)

Protective Arrangements. In the event that any Receiving Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (of the Disclosing Party”) Group pursuant to Applicable applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any member of the Group to which such any other Party belongs) (the “Providing Party’s Group), such Receiving Party shall notify the Disclosing Party shall, to (if legally permissible under the extent permitted by Applicable Law, promptly notify the Providing Party circumstances) prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by expense of the Disclosing Party in seeking a any reasonable protective order or other remedy will be borne arrangements requested by the Providing Disclosing Party. Subject to the foregoing, the Disclosing Party member of the Receiving Group that received such request may thereafter disclose or provide such the Disclosing Group’s Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and Authority. The Receiving Party shall promptly provide the Providing Disclosing Party with a copy of the Confidential Information so disclosed, in the same form and format as so disclosed, together with a list of all Persons to whom such Confidential Information was disclosed, in each case if legally permissible under the circumstances.

Appears in 4 contracts

Samples: Manufacturing Services Agreement (Kamada LTD), Manufacturing Services Agreement (Aptevo Therapeutics Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such that, from and after the Distribution, a receiving Party or any of their respective its or its Affiliates’ Representatives either determines that it is are requested or required to disclose any of the disclosing Party’s Confidential Information in a Proceeding or are otherwise legally compelled (the “Disclosing Party”including by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) pursuant to Applicable Law or receives are compelled by any demand under lawful process rule, regulation or from policy statement of any Governmental Authority national securities exchange, market or automated quotation system to disclose or provide Confidential Information of another Party (or any member of the Group to which Confidential Information, such other receiving Party belongs) will provide the disclosing Party with prompt written notice of the existence, terms and circumstances of such request (the “Providing Party”), the Disclosing Party shall, to the extent legally permitted by Applicable Law, promptly notify and not impracticable in light of the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party circumstances) so that the Providing such disclosing Party may seek any reasonable protective arrangements or other an appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by (and, if the Providing Party. Subject to the foregoingdisclosing Party seeks such an order, the Disclosing receiving Party may thereafter disclose or will provide such Confidential Information to cooperation as the extent (but disclosing Party shall reasonably request at the expense of the disclosing Party). If disclosure of such information is required and no such protective order or other remedy is obtained, then the receiving Party and its Representatives may, without liability hereunder, disclose only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy that portion of the Confidential Information so disclosed, that is legally required to be disclosed (and only in the same form manner required to be disclosed), and format as disclosedupon the request and at the expense of the disclosing Party, together with a list of all Persons and shall exercise commercially reasonable efforts to whom obtain reliable assurance that confidential treatment will be accorded such Confidential Information was disclosedwhich the disclosing Party so designates.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Twenty-First Century Fox, Inc.), Separation and Distribution Agreement (Fox Corp), Separation and Distribution Agreement (Fox Corp)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to publicly disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Requesting Party”), ) the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts Commercially Reasonable Endeavours to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.15. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 3 contracts

Samples: Metal Supply Agreement (Constellium N.V.), Metal Supply Agreement (Constellium Holdco B.V.), Metal Supply Agreement (Constellium Holdco B.V.)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.09. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 2 contracts

Samples: Transaction Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.)

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Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate Subsidiaries determines on the advice of such Party or any of their respective Representatives either determines its counsel that it is required to disclose any Confidential Covered Information of any other Party (the “Disclosing or any of such Party’s Subsidiaries) pursuant to Applicable Law (including, without limitation, any federal, state, local or foreign regulatory or self-regulatory body or any securities exchange or listing authority to the extent required or requested by such body, exchange or authority, or as necessary and appropriate in connection with filings, or as otherwise legally required) or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Covered Information of another any other Party (or any member of the Group to which such other Party belongs) (the “Providing Party’s Subsidiaries), the Disclosing such Party shall, to the extent permitted practicable and unless otherwise required by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Covered Information and shall use commercially reasonable efforts to cooperate with at the Providing expense of the requesting Party so that the Providing Party may seek in seeking any reasonable protective arrangements or requested by such other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party Person that received such request may thereafter disclose or provide such Confidential Covered Information if and to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by of such Governmental Authority and Authority; provided, however, that the Party shall promptly provide the Providing Party with a copy only disclose such portion of the Confidential Covered Information so disclosed, required to be disclosed or provided in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosedthat Party’s sole reasonable judgment.

Appears in 2 contracts

Samples: Master Separation Agreement (Moelis & Co), Master Separation Agreement (Moelis & Co)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the “Disclosing Party”"DISCLOSING PARTY") pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 2 contracts

Samples: Separation Agreement (Novelis Inc.), Separation Agreement (Novelis Inc.)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Requesting Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts Commercially Reasonable Efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.088.15. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed. [The remainder of this page is intentionally blank.]

Appears in 1 contract

Samples: Metal Supply Agreement (Novelis Inc.)

Protective Arrangements. In the event that any Receiving Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (of the Disclosing Party”) Group pursuant to Applicable applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any member of the Group to which such any other Party belongs) (the “Providing Party's Group), such Receiving Party shall notify the Disclosing Party shall, to (if legally permissible under the extent permitted by Applicable Law, promptly notify the Providing Party circumstances) prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by expense of the Disclosing Party in seeking a any reasonable protective order or other remedy will be borne arrangements requested by the Providing Disclosing Party. Subject to the foregoing, the Disclosing Party member of the Receiving Group that received such request may thereafter disclose or provide such the Disclosing Group's Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and Authority. The Receiving Party shall promptly provide the Providing Disclosing Party with a copy of the Confidential Information so disclosed, in the same form and format as so disclosed, together with a list of all Persons to whom such Confidential Information was disclosed, in each case if legally permissible under the circumstances.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Emergent BioSolutions Inc.)

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the "Disclosing Party") pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Appears in 1 contract

Samples: Separation Agreement (Alcan Inc)

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