In the event that Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
InCompelled Disclosure. Notwithstanding the event thatforegoing limitations on disclosure, the Receiving Party or its Affiliates or anymay disclose such Confidential Information of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority orthe disclosing Party as is required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agencyany law, rule, regulation, order, decision, decree, subpoena or other government bodylegal process to be disclosed, provided that, the Receiving Party first shall notify the disclosing Party (if permitted by law) of competent jurisdictionsuch request, and permit the disclosing Party to discloseintervene in any relevant proceedings to protect its interests in the Confidential Information,Information. The Receiving Party shall promptly, and,cooperate with the disclosing Party and provide reasonable assistance to the disclosing Party in seeking to obtain such protection. In any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, asit is reasonably required to comply with the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Applicable Law.
InWhere the event that Receiving Party or its Affiliates orrecipient party (or any of its Representatives) is required to disclose the other party’s Confidential Information pursuant to applicable Laws, including any court or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process,administrative proceedings or the regulations of a stock exchange or governmental or regulatory authority or bylike, the order or ruling of a court, administrative agency orrecipient party shall immediately notify the other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Partyparty in writing of such requirement so that Disclosing Party maythe other party has a meaningful opportunity to seek an appropriate protective order or other appropriate remedy (andto prevent to such disclosure, and if Disclosing Party seeksso requested the recipient party shall cooperate in such an order or other remedy, Receiving Party will provideefforts. If, after providing such cooperation, at Disclosing Party’s expense,notice and assistance as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party orrequired herein, the recipient party (or any of its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel),Representatives) remains legally compelledrequired to disclose any Confidential Information, Receiving Party orthe recipient party (and its Affiliates or its or its Affiliates’ Representatives, as the case may be,Representatives) shall only disclose no more than that portion of the Confidential Information that their respective counsel advises that Receiving Party orwhich, on the advice of the recipient party’s legal counsel, the recipient party (or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelledRepresentatives) is legally required to disclose and will exerciseand, upon the other party’s request, shall use commercially reasonable efforts, at Disclosing Party’s expense,efforts to obtain reliable assuranceassurances from the applicable court or agency that confidential treatmentsuch Confidential Information will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance thatafforded confidential treatment will be accorded the Confidential Information. treatment.
InNotwithstanding the event thatforegoing, Receiving Party may disclose to any courts and/or its Affiliatesother authorities Confidential Information which is or any of its or its Affiliates’ Representatives are requested by awill be required pursuant to applicable governmental or regulatory authorityadministrative or required by Applicable Law (as reasonably determined by Disclosingpublic law, rule, regulation or order. In such case the Party after consulting with legal counsel), legal process, orthat received the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement,Information will, to the extent permitted by Applicable Law, notifylegally permitted, inform the other Party promptly in writing and cooperate with the Disclosing Party in writingseeking to minimize the extent of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party which is required to be disclosed to the courts and/or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. authorities.
Inin complying with a valid order of a court or other governmental body having jurisdiction or with applicable laws, rules and regulations (including by rules or regulations of any securities exchange or NASDAQ); provided that the event that Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined byshall, except where impracticable, give reasonable advance notice to the Disclosing Party after consultingof the required disclosure, and, at the Disclosing Parrys request and expense, cooperate with legal counsel), legal process, or the regulations ofDisclosing Partys efforts to contest such required disclosure, to obtain a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such requirement so that Disclosing Party may seek an appropriate protective order preventing or limiting the disclosure or requiring that the Confidential Information so disclosed be used only for the purposes far which such disclosure is required, or to obtain other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portionconfidential treatment of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelledrequired to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose actionshall disclose only such Confidential Information as it is required by Disclosing Party to obtain an appropriate protectivesuch order or other reliable assurance that confidential treatment will be accordedapplicable law, rule or regulation to disclose and shall only disclose such Confidential Information for the Confidential Information. purpose and to the entity(ies) required by such order or applicable law, rule or regulation.
Inin the event that Receiving Partyreasonable opinion of the receiving Partys legal counsel, required to be disclosed pursuant to law, regulation or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process, or the regulationsvalid order of a stock exchange or governmental or regulatory authority or by the order or rulingcourt of a court, administrative agencycompetent jurisdiction or other governmentsupra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdictionjurisdiction, (including by reason of filing with securities regulators, but subject to disclose any Confidential Information, ReceivingSection 9.5)); provided, that the receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement,first have given prompt written notice (and to the extent permitted by Applicable Law, notify Disclosingpossible, at least [
] notice) to the disclosing Party in writing ofand given the disclosing Party a reasonable opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such requirement so that Disclosing Party may seek an appropriateorder or to obtain a protective order or other appropriate remedy (andconfidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental body or, if Disclosing Party seeks such andisclosed, be used only for the purposes for which the order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request)was issued). If no such protective order or other remedy is obtained and Receivingobtained, or the disclosing Party or its Affiliates or its or its Affiliates’ Representatives are, inwaives compliance with the viewterms of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receivingthis Agreement, the receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall furnish only disclose that portion of the Confidential Information that their respectivewhich the receiving Party is advised by counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelledis legally required to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. disclosed;
In the event thatThe Receiving Party or its Affiliates or anymay disclose Confidential Information as required to comply with binding orders of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined byentities that have jurisdiction over it, provided that the Receiving Party # gives the Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, tonotice (to the extent permitted by Applicable Law, notifylaw) to allow the Disclosing Party in writing of such requirement so that Disclosing Party mayto seek an appropriatea protective order or other appropriate remedy (and if Disclosing Party seeksremedy, # discloses only such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense,information as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtainedrequired by the governmental entity, and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled# uses commercially reasonable efforts to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of theobtain confidential treatment for any Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is beingso disclosed. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
InDisclosures Required by Law. Notwithstanding the event thatforegoing, the Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction to disclose any Confidential Information, Receiving Party shall promptly, and, in any event, use reasonable efforts to, promptly upon learning of such requirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portionpart of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are compelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. Inrequired to be disclosed to comply with applicable laws or with a court or administrative order or with the request of any event,Regulatory Authority, provided that the Receiving Party will not oppose action bygives the Disclosing Party prompt and reasonable notification of such requirement prior to such disclosure, takes all reasonable and lawful actions to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accordedfor such disclosure and to minimize the Confidential Information. extent of such disclosure.
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