WHOM THE RECEIVING PARTY OR ANY OF ITS REPRESENTATIVES TRANSMIT ANY
CONFIDENTIAL MATERIAL IN VIOLATION OF THIS AGREEMENT; (II) IS OR BECOMES KNOWN
OR AVAILABLE TO THE RECEIVING PARTY ON A NON-CONFIDENTIAL BASIS FROM A SOURCE
(OTHER THAN THE PROVIDING PARTY OR ONE OF ITS REPRESENTATIVES) WHO IS NOT, TO
THE ACTUAL KNOWLEDGE OF THE RECEIVING PARTY, PROHIBITED FROM TRANSMITTING
INFORMATION TO THE RECEIVING PARTY OR ITS REPRESENTATIVES BY A CONTRACTUAL,
LEGAL, FIDUCIARY OR OTHER OBLIGATION; OR (III) IS CONTAINED IN THE IWEST SEC
FILINGS.
49
(B)
SUBJECT TO PARAGRAPH (C) BELOW OR EXCEPT AS REQUIRED BY APPLICABLE LAWS,
FOR THE PERIOD ENDING ONE (1) YEAR AFTER THE CLOSING DATE, THE CONFIDENTIAL
MATERIAL WILL BE KEPT CONFIDENTIAL AND WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE PROVIDING PARTY, BE DISCLOSED BY THE RECEIVING PARTY OR ITS
REPRESENTATIVES, IN WHOLE OR IN PART, AND WILL NOT BE USED BY THE RECEIVING
PARTY OR ITS REPRESENTATIVES, DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE OTHER THAN
IN CONNECTION WITH THIS AGREEMENT OR ANY ANCILLARY AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY OR EVALUATING, NEGOTIATING OR ADVISING WITH
RESPECT TO THESE MATTERS.
MOREOVER, THE RECEIVING PARTY AGREES TO TRANSMIT
CONFIDENTIAL MATERIAL TO ITS REPRESENTATIVES ONLY IF AND TO THE EXTENT THAT THE
REPRESENTATIVES NEED TO KNOW THE CONFIDENTIAL MATERIAL FOR PURPOSES OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND ARE INFORMED BY THE RECEIVING PARTY OF THE
CONFIDENTIAL NATURE OF THE CONFIDENTIAL MATERIAL AND OF THE TERMS OF THIS
SECTION 6.7. IN ANY EVENT, THE RECEIVING PARTY WILL BE RESPONSIBLE FOR ANY
ACTIONS BY ITS REPRESENTATIVES WHICH ARE NOT IN ACCORDANCE WITH THE PROVISIONS
HEREOF.
NOTWITHSTANDING THE FOREGOING, FROM AND AFTER THE CLOSING DATE, IWEST
SHALL ONLY BE SUBJECT TO THIS SECTION 6.7 WITH RESPECT TO CONFIDENTIAL MATERIAL
OF OR PERTAINING TO TIGI, THE STOCKHOLDERS, IREIC AND THEIR RESPECTIVE
AFFILIATES, BUT EXCLUDING THE SERVICE PROVIDERS FROM THE DEFINITION OF AFFILIATE
FOR THESE PURPOSES.
(C)
IN THE EVENT THAT THE RECEIVING PARTY, ANY OF ITS REPRESENTATIVES OR
ANYONE TO WHOM THE RECEIVING PARTY OR ITS REPRESENTATIVES SUPPLY THE
CONFIDENTIAL MATERIAL IS REQUESTED OR REQUIRED BY LAW, RULE, REGULATION, STATUTE
OR LEGAL OR JUDICIAL PROCESS, BY COURT ORDER, ADMINISTRATIVE ORDER OR BY ANY
GOVERNMENT OR AGENCY OR DEPARTMENT THEREOF (INCLUDING, WITHOUT LIMITATION, BY
ORAL QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS,
SUBPOENA, CIVIL OR CRIMINAL INVESTIGATIVE DEMAND, ANY INFORMAL OR FORMAL
INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY OR OTHERWISE IN CONNECTION WITH ANY
LEGAL PROCESS) TO DISCLOSE ANY CONFIDENTIAL MATERIAL, THE RECEIVING PARTY
AGREES, PROVIDED SUCH IS LEGALLY PERMISSIBLE: (I) TO PROMPTLY NOTIFY THE
PROVIDING PARTY OF THE EXISTENCE, TERMS AND CIRCUMSTANCES SURROUNDING A REQUEST;
(II) TO CONSULT WITH THE PROVIDING PARTY ON THE ADVISABILITY OF TAKING AVAILABLE
LEGAL STEPS TO RESIST OR NARROW THE REQUEST; AND (III) IF DISCLOSURE OF THE
INFORMATION IS REQUIRED, TO FURNISH ONLY THAT PORTION OF THE CONFIDENTIAL
MATERIAL WHICH, IN THE REASONABLE OPINION OF THE RECEIVING PARTY'S COUNSEL, THE
RECEIVING PARTY IS LEGALLY COMPELLED TO DISCLOSE AND TO COOPERATE WITH ANY
ACTION BY