Common use of Clause 20 Clause in Contracts

Clause 20. 2.2 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by Applicable Law, any governmental or regulatory 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 or the Purchaser’s Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement in any party; (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 or in order to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is required to be made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made to a party to whom assignment is permitted under Clause 23.3.2 or Clause 23.3.3 on terms that such assignee undertakes to comply with the provisions of Clause 20.2.2 in respect of such information as if it were a party to the Agreement; (vi) the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis and on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 20.2.2 in respect of such information as if they were a party to this 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 reasonably made to the W&I Insurer or its professional advisers in connection with any claim under the W&I Insurance Policy; (ix) the other parties have given prior written approval to the disclosure or use; or (x) the information is independently developed after the date of this Agreement, provided that prior to disclosure or use of any information pursuant to Clause 20.2.3(i), (ii) or (iii), the party concerned shall, where not prohibited by Applicable Law, promptly notify the other parties disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Clause 20. 2.2 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by Applicable Law, any governmental or regulatory 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 's Group or the Purchaser’s 's Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement in any party; (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 or in order to enable a determination to be made by the Reporting Accountants under this Agreement; (iv) the disclosure is required to be made to a Tax Authority in connection with the Tax affairs of the disclosing party; (v) the disclosure is made to a party to whom assignment is permitted under Clause 23.3.2 or Clause 23.3.3 on terms that such assignee undertakes to comply with the provisions of Clause 20.2.2 in respect of such information as if it were a party to the Agreement; (vi) the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis and on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 20.2.2 in respect of such information as if they were a party to this 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 reasonably made to the W&I Insurer or its professional advisers in connection with any claim under the W&I Insurance Policy; (ix) the other parties have given prior written approval to the disclosure or use; or (x) the information is independently developed after the date of this Agreement, provided that prior to disclosure or use of any information pursuant to Clause 20.2.3(i), (ii) or (iii), the party concerned shall, where not prohibited by Applicable Law, promptly notify the other parties disclosure or use or otherwise to agree the timing and content of such disclosure or use.