to a Recipient’s legal counsel, other professional consultant or advisor, representative, agent, insurer, accountant, underwriter or provider of finance or financial support, or their legal counsel and advisors, for the Approved Purpose provided that such disclosure is solely to assist the purpose for which such person was engaged;
if required and to the extent required by any legislation or any present or future directive, request, requirement, instruction, condition of or limitation in any necessary consent, direction or rule of any Competent Authority, or by the rules of any recognised stock exchange upon which the share capital or debt of the Recipient is or is proposed to be from time to time listed or dealt in;
to any Party to the extent that disclosure is necessary or desirable (in the reasonable opinion of the relevant Recipient) for the Approved Purpose or to the extent that disclosure is permitted pursuant to the terms of any other Secondary Capacity Document;
to any of a Recipient’s Affiliates in connection with the Approved Purpose; and
to directors and employees of a Recipient and of its Affiliates, to the extent required for the proper performance of their work in connection with the Approved Purpose.
Additional Undertakings.A Recipient shall ensure that any person to which it discloses information pursuant to Section 3.3 (Permitted Disclosure) (other than Section 3.3(B)) undertakes to hold such Confidential Information subject to confidentiality obligations equivalent to those set out in Section 3 (Confidentiality).
Survival. The Parties agree that the obligations in Section 3 (Confidentiality) and the provisions of Section 7.2 (Primary Shipper and Auction Administrator) and Section 7.3 (Liability of Auction Administrator) of this Agreement in relation to Confidential Information disclosed during the Term shall continue in full force and effect for a period of 3 (three) years following the end of the Term.
Repeating Confidentiality Obligation. During each and every Auction in which the Applicant participates, respectively, the Auction Administrator will liaise with the Parties in respect of or in connection with Confidential Information and, consequently, shall have a continuing obligation to abide by the provisions of Section 3 in order to preserve each Party’s rights to confidentiality.
4.2 Replacement of Auction Administrator. The Parties acknowledge that the Auction Administrator may be replaced from time to time, upon the Primary Shipper’s notice to the Applicant. Accordingly, the Parties (other than the outgoing Auction Administrator) hereby undertake to execute a new Confidentiality and Escrow Agreement with such replacement Auction Administrator and with each other on identical terms to this Agreement (excluding Section 7.3 below).
Escrow. The Auction Administrator will, with respect to each Auction, hold in escrow for the Applicant the Bid Documents until released from such obligation under Section 4.5 (an “Escrow”). Where a replacement Auction Administrator has been appointed by the Primary Shipper, the Primary Shipper shall procure that the replacement Auction Administrator shall hold any such Bid Documents in escrow until entitled to release them in accordance with the further Confidentiality and Escrow Agreement referred to in Section
Version 1.4 – 2 December 20086