Disclosures to Governmental Authorities Clause Samples
The "Disclosures to Governmental Authorities" clause defines the circumstances under which a party may be required to share confidential or sensitive information with government agencies or regulatory bodies. Typically, this clause outlines the process for such disclosures, such as requiring advance notice to the other party unless prohibited by law, and may specify the types of information covered or the authorities involved. Its core function is to ensure compliance with legal or regulatory obligations while balancing the need to protect confidential information, thereby clarifying the parties' responsibilities and reducing the risk of unauthorized or unexpected disclosures.
Disclosures to Governmental Authorities. (1) In the event that BNY Mellon is subject to an information request in connection with a routine examination by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction over BNY Mellon that is not specifically targeted at Voya, BNY Mellon may comply with such request without providing notice provided that BNY Mellon requests that confidential treatment be accorded to any Confidential Information so disclosed.
(2) If BNY Mellon receives any order, demand, warrant, or any other document requesting or purporting to compel the production of Voya’s Confidential Information under applicable Law, BNY Mellon shall (except to the extent (a) Section 12.04(1) applies, or (b) otherwise prohibited by applicable Law) promptly notify Voya in writing and shall not disclose such Confidential Information to the third party without providing Voya a reasonable amount of time (but not less than five Business Days) following such notice, so that Voya may, at its own expense, exercise such rights as it may have under Law to prevent or limit such disclosure. BNY Mellon shall provide Voya with copies of any related information so that Voya may take appropriate action to protect Voya’s Confidential Information and shall cooperate with Voya with respect to any action taken with respect to such request, complaint, order or other document, including to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to Confidential Information. Unless compelled by Law, pending resolution of Voya’s efforts to prevent such disclosure, BNY Mellon shall not disclose the applicable Confidential Information.
Disclosures to Governmental Authorities. Notwithstanding the foregoing:
i. A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that: (A) such Governmental Authority orders that such Proprietary Information be provided; and (B) unless prohibited from so doing by applicable law, the Transferee promptly advises the Transferor of any request for such information by such Governmental Authority and cooperates in giving the Transferor an opportunity to present objections, requests for limitation, and/or requests for confidentiality or other restrictions on disclosure or access, to such Governmental Authority.
ii. Each Party may, to the extent required, disclose Proprietary Information to any Governmental Authority in connection with the application for any required Authorization, provided that, unless prohibited from so doing by applicable law, the Transferee shall advise the Transferor of any Proprietary Information that Transferee will disclose to the Governmental Authority prior thereto and shall cooperate in giving the Transferor an opportunity to present objections, requests for limitation, and/or requests for confidentiality or other restrictions on disclosure or access, to such Governmental Authority.
iii. Either Party may disclose such Proprietary Information regarding the terms of this Agreement as such Party deems necessary to enable it to comply with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities and Exchange Commission, issued thereunder or the applicable rules of any stock exchange.
Disclosures to Governmental Authorities. If a Governmental Authority requires a Receiving Party to disclose the Confidential Information of a Disclosing Party, the Receiving Party will (I) immediately notify the Disclosing Party after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); (ii) limit the scope of such disclosure to only the Confidential Information necessary to comply with the requirement; (iii) make best efforts to obtain confidential treatment of or protection by order of any Confidential Information; and (iv) permit, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the disclosure of the Confidential Information prior to the disclosure thereof.
Disclosures to Governmental Authorities. Without limiting the effect of any of the Parties’ other obligations set forth in this Agreement, during the Pre-Closing Period, before filing any document with or furnishing any document to the SEC or any other Governmental Authority, each of the Company and the Purchaser shall consult with the other Party regarding, and wherever practicable allow the other Party a reasonable time to review and comment on, the proposed content of such document.
Disclosures to Governmental Authorities. Notwithstanding the foregoing: le law, the Transferee promptly ch Governmental Authority and bjections, requests for limitation, disclosure or access, to such Proprietary InKfEorNmTaUtCioKnY to anyg a rigPhUt BtoLIoCbStaEiRn VsIuCcEh CinOfMorMmISatSioIOnN, hat such PropLriinetdaaryC.IBnfroidrwmealtlion be Executive Directoricaby su nt o on i. A Transferee may provide any Governmental Authority having jurisdiction over or assertin provided that: (A) such Governmental Authority orders t provided; and (B) unless prohibited from so doing by appl advises the Transferor of any request for such information b cooperates in giving the Transferor an opportunity to prese and/or requests for confidentiality or other restrictions Governmental Authority.
Disclosures to Governmental Authorities. A Receiving Party may disclose the existence of this MSLA or a Purchase Order and their respective key terms pursuant to a regulatory filing to a Governmental Authority. In addition, if a Governmental Authority or Applicable Law requires a Receiving Party to disclose the Confidential Information of a Disclosing Party, the Receiving Party will: (a) immediately notify the Disclosing Party after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law or otherwise subject to attorney-client privilege); (b) limit the scope of such disclosure to only the Confidential Information necessary to comply with the requirement; (c) make reasonable efforts to obtain confidential treatment of or protection by order of any Confidential Information; and (iv) permit, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the disclosure of the Confidential Information prior to the disclosure thereof.
Disclosures to Governmental Authorities. If a Governmental Authority requires a Receiving Party to disclose the Confidential Information of a Disclosing Party, the Receiving Party will (i) immediately notify the Disclosing Party after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); [***]
Disclosures to Governmental Authorities. A Receiving Party may disclose the existence of this MSA or the Purchase Order and their respective key terms pursuant to a regulatory filing to a Governmental Authority or recognized stock exchange, provided that the Disclosing Party is notified in advance and given a reasonable opportunity to review and comment on the disclosure. In addition, if a Governmental Authority, recognized stock exchange or Applicable Law requires a Receiving Party to disclose the Confidential Information of a Disclosing Party, the Receiving Party will: (a) immediately notify the Disclosing Party after learning of the