Exceptions to Confidentiality. Nothing herein shall be construed to prevent disclosure of Confidential Information by either Party as may be required by applicable law or regulation, including Sections 13 and 15d of the Securities Exchange Act of 1934, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Parties agree to notify each other of any legal process seeking Confidential Information and allow that Party to take whatever legal action it deems appropriate to limit or seal this Agreement and the Transaction Agreements.

Exceptions to Confidentiality Obligation. Any obligation of confidentiality under this [Article 35.0] shall not apply to the extent that the Party seeking to avoid such obligation can show that:

Exceptions. Notwithstanding the foregoing obligations of confidentiality and restrictions on use, the receiving Party may disclose the disclosing Party’s Confidential Information: # to the receiving Party’s employees, agents, or independent contractors who # have a need to know such Confidential Information to assist the receiving Party or act on its behalf in accordance with the terms of this Agreement; and # are bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in Section 6.1; provided that the receiving Party shall ensure compliance with, and be liable for any breach of, Section 6.1 by any such employees, agents, or independent contractors; # to the extent necessary to comply with a court order or other applicable Law, including regulations promulgated by security exchanges; provided that the receiving Party shall, to the extent legally permissible and practicable, provide prompt notice of such required disclosure to ethe disclosing Party and cooperate, at the other Party’s sole cost and expense, with the disclosing Party’s efforts to obtain a protective order, confidential treatment, or other limitation on such required disclosure; and # to actual or prospective acquirers, licensees (including sublicensees), investors, lenders, and other financial or commercial partners (and to their respective advisors, agents, and representatives) to the extent reasonably necessary for evaluating or carrying out a transaction with such Persons, in each case under written obligations of confidentiality and non-disclosure at least as restrictive as those set forth in Section 6.1.

Exceptions. Notwithstanding anything set forth above to the contrary, the Extension Right shall, at Landlord’s option, not be in effect and Tenant may not exercise the Extension Right:

Exceptions. The Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information will not apply to the extent that the Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to the Receiving Party or any of its Affiliates prior to the time of disclosure without any obligation of confidentiality with respect to such information; # is or becomes public knowledge through no wrongful act, fault or omission of the Receiving Party or any of its Affiliates; # is subsequently obtained by the Receiving Party or any of its Affiliates from a Third Party not known by the Receiving Party after due inquiry to be under an obligation of confidentiality; # has been independently discovered or developed by employees, subcontractors, consultants or agents of the Receiving Party or any of its Affiliates without the aid, application or use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or # was made public or was otherwise released from the restrictions set forth in this Agreement by express prior written consent of the Disclosing Party.

Exceptions. Notwithstanding any other provision of this Deed, the Company shall not be obligated pursuant to the terms of this Deed:

Exceptions. The obligations in Section 6.1(a) shall not apply with respect to any portion of the Confidential Information that the Receiving Party can show by competent proof:

Exceptions. The foregoing restrictions will not apply to information that # is known to the receiving party at the time of communication to the receiving party, # has become publicly known through no wrongful act of the receiving party, # has been rightfully received from a third party authorized to make such communication without restriction, # has been independently developed by the receiving party, # has been approved for release by written authorization of the communicating party, or # is required by law to be disclosed; provided that if a party is required to disclose the other party’s Confidential Information pursuant to an order under law, the disclosing party shall give the party owning the Confidential Information sufficient notice of such disclosure to allow the owning party reasonable opportunity to object to and take necessary legal action to prevent such disclosure.

Certain Exceptions. The limitations set forth in [Section 10.4(b)(i)] and [Section 10.4(b)(ii)] shall not # apply to or otherwise limit the indemnification obligations of Buyer with respect to any Losses of the Seller Indemnified Parties resulting from, in connection with or arising from Fraud by the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco or Motus, # the breach by Buyer of one or more Selected Buyer Representations, or # apply to any Losses incurred by Sellers as a direct or indirect result of a Buyer (whether due to a Third-Party Claim or otherwise) or other Person (other than by any Person claiming by, on behalf of or through Sellers or any of their Affiliates, including any creditor or equity holder thereof) preventing Sellers from receiving and/or retaining the entire Purchase Price required to be paid hereunder; provided, that, for the avoidance of doubt, # this [Section 10.4(b)(iii)(C)] only relates to indemnification obligations of the Buyer under [Section 10.2(a), and (2)])] any amounts required to be paid by the Sellers pursuant to Section 10.1 and any adjustments required to derive the Purchase Price under Article II shall not be deemed to prevent Sellers from receiving or retaining the entire Purchase Price.

Whistleblower Exceptions. Executive understands and acknowledges that nothing contained in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any federal, state or local governmental agency or commission, or communicating with or otherwise participating in any investigations or proceedings that are protected under the whistleblower provisions of federal law or regulation. Executive shall not be required to provide notice to ​ of, or receive prior authorization from ​ for, any such communications or disclosures. This Agreement does not limit Executive’s right to receive an award for information provided to any such governmental agency or commission.