ADES » Topics » 17.3 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective, authorized successors and assigns. SECTION 18. CONFIDENTIALITY

This excerpt taken from the ADES 10-Q filed Nov 7, 2008.

17.3 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective, authorized successors and assigns.

SECTION 18. CONFIDENTIALITY

Each Party shall maintain confidential all provisions of this Agreement that pertain to the quality, pricing and escalation of the pricing of Carbon, and all business records relating to the negotiation of this Agreement and the Parties’ performance of their respective obligations hereunder. Notwithstanding the foregoing, each Party may disclose such information to its board of directors or other internal governing body, Affiliates, independent auditors, bankers, brokers, consultants, and advisors, provided that such persons are bound by the same confidentiality obligations as stated herein. Nothing in this provision shall prohibit Buyer or Seller from making public the existence of this Agreement, the term of this Agreement, or the Poundage of Carbon covered by this Agreement. Buyer and Seller acknowledge specifically that this provision shall not prohibit the disclosure of confidential information:

 

(i) to an independent firm of Certified Public Accountants for the purpose of auditing and verifying price calculations under or pursuant to this Agreement;

 

(ii) to the arbitrator(s) appointed to hear disputes in accordance with the procedures set forth at Section 16 of this Agreement;

 

(iii) to a court in connection with the enforcement of arbitration awards or arbitration obligations or any other dispute under this Agreement;

 

(iv) in response to an order, directive, or request for information from a governmental authority, court, or litigant, where the disclosure of information is required by law;

 

(v) as required to comply with any law, rule, regulation or other directive or requirement of or in connection with any report or information filed with the Securities and Exchange Commission or other appropriate governmental authority or agency; or

 

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(vi) to consultants and contractors performing work related to this Agreement who agree in writing to protect the confidentiality of such information as and to the extent provided in this Agreement.

In the foregoing situations, the Party disclosing information shall comply with any specific confidentiality requirement(s) imposed by this Agreement, shall notify the other Party as soon as practicable prior to disclosure, and shall otherwise take reasonable measures to limit the disclosure of confidential information in a manner consistent with Applicable Law. Such measures shall include, as appropriate and permitted by Applicable Law, filing documents under seal, redacting specific pricing information from disclosed documents, and disclosing documents subject to court-approved protective orders.

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