Common use of Protective Arrangements Clause in Contracts

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.086.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Receiving Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (of the “Disclosing Party”) Group pursuant to Applicable applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any member of the Group to which such any other Party belongs) (the “Providing Party”’s Group), such Receiving Party shall notify the Disclosing Party shall, to (if legally permissible under the extent permitted by Applicable Law, promptly notify the Providing Party circumstances) prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by expense of the Disclosing Party in seeking a any reasonable protective order or other remedy will be borne arrangements requested by the Providing Disclosing Party. Subject to the foregoing, the Disclosing Party member of the Receiving Group that received such request may thereafter disclose or provide such the Disclosing Group’s Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and Authority. The Receiving Party shall promptly provide the Providing Disclosing Party with a copy of the Confidential Information so disclosed, in the same form and format as so disclosed, together with a list of all Persons to whom such Confidential Information was disclosed, in each case if legally permissible under the circumstances.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.088.15. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.089.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Confidential Information is required to be kept confidential pursuant to Section 8.01 and the Receiving Party or any member Person in its Group either determines on the advice of its Group or any Affiliate of such Party or any of their respective Representatives either determines counsel that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable applicable Law (including the rules and regulations of the Commission or any national securities exchange) or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), Person in the Disclosing Party shall, Party’s Group) that is subject to the extent permitted by Applicable Lawconfidentiality provisions hereof, promptly such Party shall notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing expense of such other Party so that the Providing Party may seek in seeking any reasonable protective arrangements or (including by seeking confidential treatment of such Confidential Information) requested by such other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party Person that received such a request or determined that it is required to disclose Confidential Information may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (including the rules and regulations of the Commission or any national securities exchange) (as so advised by legal counsel) or by lawful process requested or required by such Governmental Authority and shall promptly provide Authority; provided, however, that such Person provides the Providing Party other Party, to the extent legally permissible, upon request with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to publicly disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Requesting Party”), ) the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts Commercially Reasonable Endeavours to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.15. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such that, from and after the Distribution, a receiving Party or any of their respective its or its Affiliates’ Representatives either determines that it is are requested or required to disclose any of the disclosing Party’s Confidential Information in a Proceeding or are otherwise legally compelled (the “Disclosing Party”including by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) pursuant to Applicable Law or receives are compelled by any demand under lawful process rule, regulation or from policy statement of any Governmental Authority national securities exchange, market or automated quotation system to disclose or provide Confidential Information of another Party (or any member of the Group to which Confidential Information, such other receiving Party belongs) will provide the disclosing Party with prompt written notice of the existence, terms and circumstances of such request (the “Providing Party”), the Disclosing Party shall, to the extent legally permitted by Applicable Law, promptly notify and not impracticable in light of the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party circumstances) so that the Providing such disclosing Party may seek any reasonable protective arrangements or other an appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by (and, if the Providing Party. Subject to the foregoingdisclosing Party seeks such an order, the Disclosing receiving Party may thereafter disclose or will provide such Confidential Information to cooperation as the extent (but disclosing Party shall reasonably request at the expense of the disclosing Party). If disclosure of such information is required and no such protective order or other remedy is obtained, then the receiving Party and its Representatives may, without liability hereunder, disclose only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy that portion of the Confidential Information so disclosed, that is legally required to be disclosed (and only in the same form manner required to be disclosed), and format as disclosedupon the request and at the expense of the disclosing Party, together with a list of all Persons and shall exercise commercially reasonable efforts to whom obtain reliable assurance that confidential treatment will be accorded such Confidential Information was disclosedwhich the disclosing Party so designates.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate Subsidiaries determines on the advice of such Party or any of their respective Representatives either determines its counsel that it is required to disclose any Confidential Covered Information of any other Party (the “Disclosing or any of such Party”’s Subsidiaries) pursuant to Applicable Law (including, without limitation, any federal, state, local or foreign regulatory or self-regulatory body or any securities exchange or listing authority to the extent required or requested by such body, exchange or authority, or as necessary and appropriate in connection with filings, or as otherwise legally required) or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Covered Information of another any other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”’s Subsidiaries), the Disclosing such Party shall, to the extent permitted practicable and unless otherwise required by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Covered Information and shall use commercially reasonable efforts to cooperate with at the Providing expense of the requesting Party so that the Providing Party may seek in seeking any reasonable protective arrangements or requested by such other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party Person that received such request may thereafter disclose or provide such Confidential Covered Information if and to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by of such Governmental Authority and Authority; provided, however, that the Party shall promptly provide the Providing Party with a copy only disclose such portion of the Confidential Covered Information so disclosed, required to be disclosed or provided in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosedthat Party’s sole reasonable judgment.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.09. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Receiving Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (of the “Disclosing Party”) Group pursuant to Applicable applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any member of the Group to which such any other Party belongs) (the “Providing Party”'s Group), such Receiving Party shall notify the Disclosing Party shall, to (if legally permissible under the extent permitted by Applicable Law, promptly notify the Providing Party circumstances) prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by expense of the Disclosing Party in seeking a any reasonable protective order or other remedy will be borne arrangements requested by the Providing Disclosing Party. Subject to the foregoing, the Disclosing Party member of the Receiving Group that received such request may thereafter disclose or provide such the Disclosing Group's Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and Authority. The Receiving Party shall promptly provide the Providing Disclosing Party with a copy of the Confidential Information so disclosed, in the same form and format as so disclosed, together with a list of all Persons to whom such Confidential Information was disclosed, in each case if legally permissible under the circumstances.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Requesting Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts Commercially Reasonable Efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.088.15. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Party or any member of its Group or any Affiliate of such Party or any of their respective Representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (the “"Disclosing Party”") pursuant to Applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the other Party (or any member of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing other Party prior to the Disclosing Party disclosing or providing such Confidential Information and shall use commercially reasonable efforts to cooperate with the Providing Requesting Party so that the Providing Requesting Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.0811.08. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Providing Requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Requesting Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosed.

Protective Arrangements. In the event that any Party SG or any member of its Group or any Affiliate of such Party ▇▇▇▇▇ Inc. or any of their respective Representatives Subsidiaries either determines on the advice of its counsel that it is required or advisable to disclose any Confidential Information (the “Disclosing Party”) pursuant to Applicable Law applicable law or the rules or regulations of any Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another Party (or such other Party’s Subsidiaries) that is subject to the confidentiality provisions hereof, the Party contemplating the disclosure shall notify the other Party a reasonable time prior to disclosing or providing the other Party’s Information and shall cooperate in seeking any member reasonable protective arrangements requested in a reasonably timely manner by the other Party. The reasonable out-of-pocket costs and expenses incurred by the Parties in connection with seeking any such protective arrangements shall be borne by the Party or Parties requesting the protective arrangements for its Information (solely to the extent the protective arrangement applies to its Information). Without limiting the generality of the Group to which such other Party belongs) (the “Providing Party”), the Disclosing Party shallforegoing, to the extent permitted by Applicable Lawthat any disclosure contemplated pursuant to this Section 5.07 would consist of Information of the disclosing Party that is “bundled” with Information of the other Party, promptly the Party required to disclose such “bundled” Information shall notify the Providing other Party a reasonable time prior to such disclosure and such other Party shall as promptly as practicable either (i) arrange for the Disclosing Party disclosing or providing unbundling of such Confidential Information at its sole cost and shall use commercially reasonable efforts to cooperate with the Providing Party so that the Providing Party may seek expense (including any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All out-of-pocket costs and expenses reasonably incurred by the Disclosing Party in seeking a protective order disclosing Party) or other remedy will be borne by (ii) consent to the Providing Partydisclosure of such “bundled” Information. Subject to the foregoingsatisfaction of the foregoing provisions of this Section 5.07, the Disclosing Party that received a request for any such protective arrangements, or its Subsidiaries, may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by or advisable under such Applicable Law law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and shall promptly provide the Providing Party with a copy of the Confidential Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosedAuthority.

Protective Arrangements. In Notwithstanding anything herein to the contrary, in the event that that, following the Broadcast Merger Effective Time, the Receiving Party, any Party or any other member of its Group or any Affiliate of such Party the Receiving Party’s Group, or any of their respective Representatives directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose any Confidential Information (of the “Disclosing Party or any other member of the Disclosing Party”) ’s Group pursuant to Applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of another the Disclosing Party (or any other member of the Disclosing Party’s Group that is subject to which such other the confidentiality provisions hereof, the Receiving Party belongs) (the “Providing Party”)shall, if possible, notify the Disclosing Party shall, to the extent permitted by Applicable Law, promptly notify the Providing Party prior to the Disclosing Party disclosing or providing providing, or causing another member of the Receiving Party’s Group to provide or disclose, such Confidential Information and shall use commercially reasonable efforts to cooperate with at the Providing Party so that the Providing Party may seek any reasonable protective arrangements or other appropriate remedy and/or waive compliance with this Section 8.08. All expenses reasonably incurred by expense of the Disclosing Party in seeking any reasonable protective arrangements requested by the Disclosing Party. In the event that a protective order arrangement is not obtained, the Receiving Party or other remedy will be borne by member of the Providing Receiving Party. Subject to the foregoing, the Disclosing Party ’s Group (i) may thereafter disclose or provide such Confidential Information to the extent (but only to the extent) required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority Authority, without liability therefor and (ii) shall promptly provide the Providing Party with a copy of the Confidential exercise its commercially reasonable efforts to have confidential treatment accorded any such Information so disclosed, in the same form and format as disclosed, together with a list of all Persons to whom such Confidential Information was disclosedfurnished.