Clause 17. 2.2 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, any ratings agency or any stock exchange on which the shares of a party or its holding company are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of any ▇▇▇▇▇▇▇▇▇ Group Company and any Vodafone Group Company); (ii) the disclosure or use is required to vest the full benefit of this Agreement in each of the parties; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement entered into, under, or pursuant to, this Agreement; (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party or any member of the disclosing party’s group; (v) the disclosure is made to professional advisers or actual or potential financiers of the ▇▇▇▇▇▇▇▇▇ Group or the Vodafone Group on a need to know basis on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement and the disclosing party takes responsibility for any breach by them; (vi) the disclosure is made to [***] and/or their professional advisers on terms that such [***] or professional advisers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement or are otherwise required to keep the information disclosed confidential (and, subject to compliance with applicable laws, Vodafone shall use reasonable endeavours to consult with ▇▇▇▇▇▇▇▇▇ before making any such disclosure and keep ▇▇▇▇▇▇▇▇▇ appraised of any material discussions which relate to or concern any of Clauses 17.2.2(i) to 17.2.2(iv) with such trustees and/or their professional advisers); (vii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (viii) the disclosure is made on a confidential basis to potential purchasers of all or part of Mergeco, the ▇▇▇▇▇▇▇▇▇ Group or the Vodafone Group or to their professional advisers or financiers, provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase or for the purposes of considering whether to provide finance in relation to the potential purchase on terms that such potential purchasers or their professional advisers or financiers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement and the disclosing party takes responsibility for any breach by them; (ix) ▇▇▇▇▇▇▇▇▇ (in the event that the proposed disclosure is to be made by Vodafone or Mergeco) and/or Vodafone (in the event that the proposed disclosure is to be made by ▇▇▇▇▇▇▇▇▇ or Mergeco) has given prior written approval to the disclosure or use; or (x) the information is independently developed after Closing, provided that, prior to disclosure or use of any information pursuant to paragraphs (i), (ii) or (iii) of this Clause 17.2.3, the party concerned shall, where not prohibited by law, consult with the other part(ies) insofar as is reasonably practicable.
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Sources: Contribution Agreement, Contribution Agreement
Clause 17. 2.2 shall not prohibit disclosure or use of any information if and to the extent:
extent: (i) the disclosure or use is required by lawthe Laws, any governmental or regulatory body, any ratings agency body or any stock exchange on which the shares of a party or its holding company are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of any ▇▇▇▇▇▇▇▇▇ member of the Seller’s Group Company and any Vodafone Group Company);
or the Investor’s Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement in each of the parties;
Seller or the Investor; (iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement entered into, under, into under or pursuant to, to this Agreement;
Agreement or in order 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 or any member of the disclosing party’s group;
other entity with which it is grouped for Tax purposes; (v) the disclosure is made to professional advisers a party to whom assignment is permitted under Clauses 19.5.2 or actual or potential financiers of the ▇▇▇▇▇▇▇▇▇ Group or the Vodafone Group on a need to know basis 19.5.3 on terms that such professional advisers or financiers undertake assignee undertakes to comply with the provisions of Clause 17.2.2 in respect of such information as if they it were a party to this Agreement and the disclosing party takes responsibility for any breach by them;
Agreement; (vi) the disclosure is made to [***] and/or their professional advisers of any party on a need-to- know basis on terms that such [***] or professional advisers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement or are otherwise required to keep the information disclosed confidential (and, subject to compliance with applicable laws, Vodafone shall use reasonable endeavours to consult with ▇▇▇▇▇▇▇▇▇ before making any such disclosure and keep ▇▇▇▇▇▇▇▇▇ appraised of any material discussions which relate to or concern any of Clauses 17.2.2(i) to 17.2.2(iv) with such trustees and/or their professional advisers);
Agreement; (vii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement);
; (viii) the disclosure is made on a confidential basis to potential purchasers of all or part of Mergeco, the ▇▇▇▇▇▇▇▇▇ Group or the Vodafone Group or to their professional advisers or financiers, provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase or for the purposes of considering whether to provide finance in relation to the potential purchase on terms that such potential purchasers or their professional advisers or financiers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a other party to this Agreement and the disclosing party takes responsibility for any breach by them;
(ix) ▇▇▇▇▇▇▇▇▇ (in the event that the proposed disclosure is to be made by Vodafone or Mergeco) and/or Vodafone (in the event that the proposed disclosure is to be made by ▇▇▇▇▇▇▇▇▇ or Mergeco) has given prior written approval to the disclosure or use; or
(ix) permitted by the Shareholders’ Agreement; (x) the information is independently developed after Closing; or (xi) the disclosure is made to the W&I Insurer or its professional advisers in connection with any claim under the W&I Insurance Policy, provided that, that prior to disclosure or use of any information pursuant to paragraphs paragraph (i), (ii) or (iii) of this Clause 17.2.3above, the party concerned shall, where not prohibited by law, consult with the other part(ies) insofar as is reasonably practicable.with
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