Clauses 8. 1 and 8.2 shall not prohibit the disclosure of any information if and to the extent: 8.3.1 the disclosure or use of that information is required (or the disclosing party, in its reasonable opinion, acting in good faith, determines that the disclosure or use of that information is required) by any applicable laws, rules or regulations or any Governmental Authority; 8.3.2 the disclosure is required by compulsion of law or regulation, pursuant to an order of a court of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where the relevant Party is under a legal or regulatory obligation to make such a disclosure; 8.3.3 the disclosure is made to the relevant Party’s professional advisers (whether in the ordinary course of business or in connection with the Transaction) who are themselves bound by professional duties of confidentiality owed to the disclosing Party or its Affiliate; 8.3.4 that it is reasonably required to enable a Party to carry out its responsibilities, or for a Party (or its Affiliate) to enforce its rights, under this Deed, where the disclosure is made to any of the relevant Party’s directors, employees or Affiliates who are made aware of and comply with all the Party’s obligations of confidentiality under this clause 8 as if they were a Party; or 8.3.5 the information is or becomes publicly available (other than as a result of a breach of this Deed or the LM Deed), provided that, prior to disclosure or use of any information pursuant to clauses 8.3.1 and/or 8.3.2, the disclosing Party concerned shall, where not prohibited by law, consult with the other Parties and use reasonable endeavours to assist the other Parties in seeking to preserve the confidentiality of such information consistent with applicable laws and regulations.
Appears in 2 contracts
Sources: Loss Sharing Agreement, Loss Sharing Agreement (Visa Inc.)