Exceptions. Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information set forth in Section 5.2 will not apply to the extent that Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to Receiving Party or any of its Affiliates prior to the time of disclosure other than under an obligation of confidentiality; # is or becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates; # is obtained by Receiving Party or any of its Affiliates without an accompanying obligation of confidentiality from a Third Party under no obligation of confidentiality to Disclosing Party; or # has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the aid, application or use of Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.

Exceptions. Confidential Information shall not include any information that the Receiving Party can demonstrate # is in the public domain through no fault or breach of confidentiality by such Receiving Party, # was known by the Receiving Party prior to its disclosure by the Disclosing Party and was not obtained in such circumstances subject to a requirement of confidentiality, or # was developed independently of, and without the use of or access to, any Confidential Information exchanged pursuant to this Agreement. Despite the obligations of this Section 15, the Receiving Party may disclose the Confidential Information of the Disclosing Party to the limited extent such Confidential Information is required to be disclosed by the Receiving Party by Law or pursuant to an order of any court or administrative body; provided that the Receiving Party shall # provide the Disclosing Party with prompt notice of such request or order, including copies of subpoenas or orders requesting such Confidential Information to the extent it is legally permitted to do so, # cooperate reasonably with the Disclosing Party in resisting the disclosure of such Confidential Information via a protective order or other appropriate legal action, and # shall not make disclosure pursuant thereto until the Disclosing Party has had a reasonable opportunity to resist such disclosure, unless the Receiving Party is ordered otherwise.

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. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

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

Exceptions. Notwithstanding the foregoing, # ​ may not use its final decision making authority to require ​ to the Research Collaboration, without ​ prior written consent, and # neither Party in exercising its right to finally resolve a dispute pursuant to Section 3.3(f) shall have any power to # cause the other Party to violate any Applicable Law or to breach any agreement between such other Party and any Third Party, or # to amend, modify, or waive compliance with the terms of this Agreement.

Exceptions. Notwithstanding anything in this Agreement to the contrary, termination of this Agreement shall not prejudice or impair Seller’s or Buyer’s rights and obligations under the provisions of this Section 8.5, and all of Article 11 (other than Section 11.4), which shall survive the termination of this Agreement.

Exceptions. Notwithstanding the above, the Right of First Offer shall, at Landlord’s option, not be in effect and may not be exercised by Tenant during any period of time that Tenant is in Default under any provision of this Lease.

Exceptions. Disclosures that would otherwise be prohibited under this Section 7.1 will be permitted if Provider determines based on advice of counsel, such disclosures are necessary for Provider to fulfill legal obligations or regulatory requirements. In addition to any other permitted disclosures, Provider will be permitted to disclose the identity of BFA or a BFA Recipient as a client # internally at Provider and Affiliates thereof (such permitted internal disclosure shall extend to Subcontractors), # in response to specific questions posed to Provider by securities analysts or institutional investors, # in any Provider RFP response, # in a list of representative clients in individual client presentations, or # upon consent of BFA, which will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Provider is permitted to include information with respect to the Services when Provider provides aggregated, non-client-specific statistics with respect to the scope of its overall industry servicing, including, without limitation, assets under custody and assets under administration.

Exceptions. The confidentiality obligations imposed by this Agreement will not apply to any information that: # was in Recipient’s possession before receipt from Discloser under this Agreement or any other agreement between the Parties or otherwise acquired from the Discloser as shown by documentation; # is in or enters the public domain through no fault of the Recipient; # is rightfully received or acquired by Recipient from a Person without a duty of confidentiality; # is disclosed by the Discloser to a Person without a duty of confidentiality; or # is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information (and without the use of any individual who had knowledge of Discloser’s Confidential Information as a consequence of the Discloser or the Recipient (including Representatives of either) having disclosed to such individual, or having granted such individual access to the Discloser’s Confidential Information). Information will not be deemed to be within the [foregoing exceptions (a) through (d)] merely because: # it is more generally described but not fully disclosed either in the public domain or in information in the possession of Recipient; or # it combines individual items of information in the public domain, if such combination: # is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and # is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Recipient may disclose Confidential Information pursuant to a valid judicial or administrative order if Recipient: # provides Discloser with written notice of such order promptly after receiving it and reasonably cooperates with any efforts by Discloser to contest or limit the scope of such order; and # uses all reasonable efforts to limit the disclosure of such Confidential Information and seek a protective order or an equivalent to protect the disclosure of such Confidential Information.