Common use of Clause 12 Clause in Contracts

Clause 12. 2.1 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any party (or its holding company) are listed; (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements, or any other agreement entered into under or pursuant to this Agreement or to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made on a confidential basis to a ratings agency in connection with the affairs of the disclosing party; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Groups and/or any of their Representatives, or by a Seller to any of its Representatives, any member of that Seller’s Group and/or any of their Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viii) the information is or becomes publicly available (other than by breach of this Agreement); (ix) the other party(ies) in respect of whom the information relates has given prior written approval to the disclosure or use; or (x) the information is independently developed, provided that prior to disclosure or use of any information pursuant to Clause 12.2.2(i), (ii) or (iii), the party concerned shall, where not prohibited by law, promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Clause 12. 2.1 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any party (or its holding company) are listed; (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements, or any other agreement entered into under or pursuant to this Agreement or to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made on a confidential basis to a ratings agency in connection with the affairs of the disclosing party; (vi) the disclosure is made by the Purchaser to professional advisers of any of its Representatives, any member of the Purchaser’s Groups and/or any of their Representatives, or by a Seller to any of its Representatives, any member of that Seller’s Group and/or any of their Representatives, in each case party on a “need-to-know” need to know basis and provided they have a duty (contractual or otherwise) on terms that such professional advisers undertake to keep comply with the provisions of Clause 12.2.1 in respect of such information confidentialas if they were a party to this Agreement; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viii) the information is or becomes publicly available (other than by breach of this Agreement); (ix) the other party(ies) in respect of whom the information relates has given prior written approval to the disclosure or use; or (x) the information is independently developed, provided that prior to disclosure or use of any information pursuant to Clause 12.2.2(i), (ii) or (iii), the party concerned shall, where not prohibited by law, promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Clause 12. 2.1 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any a party (or its holding company) company are listedlisted (including where this is required in connection with the New Note Offering or as part of any actual or potential offering, placing and/or sale of securities of any member of the Seller’s Group or the Purchaser’s Group); (ii) the disclosure is made by the Seller or Purchaser to any of their respective Affiliates or to any of their or their Affiliates’ respective shareholders, partners or managers, or to investors or potential investors in any connected fund of the Seller’s Affiliates, including, in relation to disclosure by the Purchaser or the Purchaser’s Guarantor in relation to earnings announcements or investor conferences in the ordinary course of business; (iii) the disclosure or use is required to vest the full benefit of this Agreement in the Seller or the Ancillary Agreements in any partyPurchaser; (iiiiv) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements, Agreement or any other agreement entered into under Transaction Document or pursuant to this Agreement or in order to enable a determination to be made by the Reporting Accountants under this Agreement; (ivv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made on a confidential basis to a ratings agency in connection with the affairs of the disclosing party; (vi) the disclosure is made by to a party to whom assignment is permitted under Clause 15.3.2 (Assignment) on terms that such assignee undertakes to comply with the Purchaser provisions of Clause 12.2.1 in respect of such information as if it were a party to the Agreement; (vii) the disclosure is made to professional advisers, ratings agencies, insurers or actual or potential financiers of any member of its Representatives, the Seller’s Group or any member of the Purchaser’s Groups and/or any Group on terms that such professional advisers, agencies, insurers or financiers undertake to comply with the provisions of their Representatives, or by a Seller to any Clause 12.2.1 in respect of its Representatives, any member of that Seller’s Group and/or any of their Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential; (vii) the information was lawfully in the possession of that as if they were a party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written recordsthis Agreement; (viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ix) the other party(ies) in respect disclosure is made on a confidential basis to potential purchasers of whom all or part of the Seller’s Group or the Purchaser’s Group or to their professional advisers or financiers provided that such persons need to know the information relates for the purposes of considering, evaluating, advising on or furthering the potential purchase; (x) the other party has given prior written approval to the substance of the disclosure or use; or (xxi) the information is independently developeddeveloped after Closing, provided that prior to disclosure or use of any information pursuant to Clause 12.2.2(i), (iiiii) or (iiiiv), the party concerned shall, where not prohibited by law, promptly notify consult with the other parties party as to the extent of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or userequired insofar as is reasonably practicable.

Clause 12. 2.1 2.2 shall not prohibit disclosure or use of any information if and to the extent: (ia) the disclosure or use is required by law, any governmental or regulatory body Governmental Entity or any stock exchange on which the shares of any party (or its holding company) are listedlisted (including where this is required as part of its financial reporting requirements and any actual or potential offering, placing and/or sale of securities of any member of the Seller’s Group or the Purchaser’s Group) or in connection with the Purchaser Group’s financing activities in respect of the Transaction (including disclosure to any of the Purchaser Group’s potential financing sources and/or rating agencies in respect of the Transaction) on a strictly confidential basis; (iib) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iiic) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements, Agreement or any other agreement entered into under or pursuant to this Agreement or to enable a determination to be made by the Reporting Accountants under this Agreement; (ivd) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (ve) the disclosure is made to a party to whom assignment is permitted under Clause 13.3.2 or Clause 13.3.3 on terms that such assignee undertakes to comply with the provisions of Clause 12.2.2; (f) disclosed on a strictly confidential basis to a ratings agency in connection with the affairs of the disclosing party; (vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Groups and/or any of their Representatives, Group or by a Seller to any of its Representatives, any member of that the Seller’s Group and/or or any employee, director, officer and professional advisers, provided any such person undertakes to comply with the provisions of their Representatives, Clause 12.2.2 in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep respect of such information confidentialas if it were a party to this Agreement; (viig) disclosed on a strictly confidential basis by the information was lawfully in the possession of that party without any obligation of secrecy prior Seller to its being received direct or heldindirect shareholders and their respective shareholders, partners, managers, investors, limited partners, potential investors, potential investors in either case any connected fund, employees, professional advisers and auditors, provided any such person undertakes to comply with the provisions of Clause 12.2.2 in respect of such information as evidenced by written recordsif it were a party to this Agreement; (viiih) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (ixi) the other party(ies) in respect of whom the information relates party has given prior written approval to the disclosure or use; or (xj) the information is independently developed, developed after Closing; provided that prior to disclosure or use of any information pursuant to Clause 12.2.2(i12.2.3(a), (iib) or (iiic), the party concerned shall, where not prohibited by law, promptly notify consult with the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or useinsofar as is reasonably practicable.

Clause 12. 2.1 3.1 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, to vest the full benefit of this Agreement in any governmental or regulatory body or any stock exchange on which the shares of any party (or its holding company) are listedparty; (ii) the disclosure or use is required to vest by Law, any Governmental Authority or any stock exchange on which the full benefit shares of this Agreement a party or the Ancillary Agreements in any partyits direct or indirect holding company are listed; (iii) the disclosure or use is required for the purpose of any arbitral actual, threatened or potential arbitral, judicial or regulatory proceedings arising out of this Agreement, the Ancillary Agreements, or any other agreement entered into under or pursuant to this Agreement or to enable a determination to be made by the Reporting Accountants under this Agreementinvestigations; (iv) the disclosure is made to professional advisers or insurers of any party or its Affiliates on a Tax Authority in connection strictly need-to-know basis and on terms that such persons undertake to comply with the Tax affairs provisions of the disclosing partyClause 12.3.1 in respect of such information as if they were a party to this Agreement; (v) in respect of a Lifezone Party, the disclosure is made to potential equity or debt financiers (or their respective professional advisers, financiers or insurers) of any Lifezone Party or its Affiliates on a confidential basis terms that such persons undertake to a ratings agency in connection substantively comply with the affairs provisions of Clause 12.3.1 in respect of such information as if they were a party to this Agreement, and the disclosing partyidentity of such potential equity or debt financiers is made known to the Seller upon its written request; (vi) the disclosure is required to be made by to a Tax Authority in the Purchaser to any of its Representatives, any member of the Purchaser’s Groups and/or any of their Representatives, or by a Seller to any of its Representatives, any member proper management of that Sellerparty’s Group and/or any of their Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidentialtax affairs; (vii) the information was lawfully in disclosure is reasonably required by the possession of that party without any obligation of secrecy prior RAP Expert to allow the RAP Expert to make its being received or held, in either case as evidenced by written recordsdetermination regarding RAP Alignment under this Agreement; (viii) in respect of a Lifezone Party, the disclosure is reasonably required in order to discharge its obligations under Clause 5.3; (ix) the information is or becomes publicly available (other than by breach of this Agreement);; or (ixx) the other party(ies) in respect of whom the information relates each party has given prior written approval to the disclosure or use; or (x) the information is independently developed, provided that prior to disclosure or use of any information pursuant to Clause 12.2.2(i), (ii) or (iii)information, the party concerned shall, where not prohibited by lawLaw or duties of confidentiality, promptly notify the other parties party (or parties) of such requirement insofar as is reasonably practicable with a view to providing the other parties party (or parties) with the opportunity to contest such disclosure or use or otherwise to agree consult with the disclosing party insofar as is reasonably practicable regarding the timing and content of such disclosure or useuse (except that such notification and consultation shall not apply to limb (vi) of this Clause 12.3).

Clause 12. 2.1 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any party (or its holding company) are listed; (ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements, Agreements or any other agreement entered into under or pursuant to this Agreement or to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made to a ratings agency on a confidential basis to a ratings agency in connection with the affairs of the disclosing party; (vi) the disclosure is made by the Purchaser to professional advisers of any of its Representatives, any member of the Purchaser’s Groups and/or any of their Representatives, or by a Seller to any of its Representatives, any member of that Seller’s Group and/or any of their Representatives, in each case party on a “need-to-know” need to know basis and provided they have a duty (contractual or otherwise) on terms that such professional advisers undertake to keep comply with the provisions of Clause 12.2.1 in respect of such information confidentialas if they were a party to this Agreement; (vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records; (viii) the information is or becomes publicly available (other than by breach of this Agreement or the Confidentiality Agreement); (ix) the other party(ies) in respect of whom the information relates party has given prior written approval to the disclosure or use; or (x) the information is independently developed, provided that prior to disclosure or use of any information pursuant to Clause 12.2.2(i(i), (ii) or (iii), the party concerned shall, where not prohibited by law, promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.