Clause 10. 1.1 shall not prevent the disclosure of Buyer Confidential Information by the Seller or (as the case may be) Seller Confidential Information by the Buyer: (a) where it is reasonably required to vest the full benefit of this Agreement in the other party; (b) to an officer, employee or agent of the disclosing party acting in the proper course of his duties and whose function requires him to have such Buyer Confidential Information or Seller Confidential Information (as the case may be) but only on terms that Clause 10.1.1 or Clause 10.1.2 (as the case may be) applies (as modified by Clause 10.1.3) to the use or disclosure by such officers, employees or agents; (c) where it is required to be disclosed by any applicable law, or any applicable rule or regulation of any Competent Authority competent to require the disclosure and provided that the disclosing party will, so far as reasonably practicable (and so far as not prohibited by the relevant rule or Competent Authority) first consult with and take into account the reasonable requirements of the other party as to the timing and content and manner and extent of dissemination of the required disclosure; (d) to a professional adviser for the purpose of advising the disclosing party but only on terms that Clause 10.1.1 or Clause 10.1.2 (as the case may be) applies (as modified by Clause 10.1.
Appears in 2 contracts
Sources: Share Purchase Agreement, Agreement for the Sale and Purchase of Shares (Tower Group International, Ltd.)