Common use of Neither Clause Clause in Contracts

Neither Clause. 19.1 nor 19.2 shall prohibit disclosure or use of any information if and to the extent: 19.3.1 the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange; 19.3.2 the disclosure or use is required to vest the full benefit of this Agreement in the Vendor or the Purchaser, as the case may be; 19.3.3 the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is reasonably required to be made to a Taxation authority in connection with the Taxation affairs of the disclosing Party; 19.3.4 the disclosure is made to professional advisers of the Purchaser or the Vendor on terms that such professional advisers undertake to comply with the provisions of Clause 19.1 or 19.2 in respect of such information as if they were a party to this Agreement; 19.3.5 the information becomes publicly available (other than by a breach of this Agreement); 19.3.6 the other Parties have given prior written approval to the disclosure or use; or 19.3.7 the information is independently developed after Completion, provided that prior to disclosure or use of any information pursuant to Clause 19.3.1, 19.3.2, 19.3.3 (except in the case of disclosure to a Taxation authority) or 19.3.4, the Party concerned shall promptly notify the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise to agree to the timing and content of such disclosure or use.

Appears in 1 contract

Sources: Share Purchase Agreement (Combinatorx, Inc)

Neither Clause. 19.1 nor 19.2 11.3.2 or 11.3.3 shall prohibit disclosure or use of any information if and to the extent: 19.3.1 (i) the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange; 19.3.2 (ii) the disclosure or use is required to vest the full benefit of this Agreement in the Vendor Vendors or the Purchaser, as the case may be; 19.3.3 (iii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is reasonably required to be made to a Taxation authority in connection with the Taxation affairs of the disclosing Partyparty; 19.3.4 (iv) the disclosure is made to professional advisers of the Purchaser or the Vendor Vendors on terms that such professional advisers undertake to comply with the provisions of Clause 19.1 11.3.2 or 19.2 11.3.3 in respect of such information as if they were a party to this Agreement; 19.3.5 (v) the information becomes publicly available (other than by a breach of the Confidentiality Agreement or of this Agreement); 19.3.6 (vi) the other Parties have party has given prior written approval to the disclosure or use; or; 19.3.7 (vii) the information is independently developed after Completion, provided that prior to disclosure or use of any information pursuant to Clause 19.3.111.3.4(i), 19.3.2(ii), 19.3.3 (iii) (except in the case of disclosure to a Taxation authority) or 19.3.4(iv), the Party party concerned shall promptly notify the other Party party of such requirement with a view to providing the other Party party with the opportunity to contest such disclosure or use or otherwise to agree to the timing and content of such disclosure or use.

Appears in 1 contract

Sources: Share Purchase Agreement (Ebookers PLC)