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A. by any Party if mandated by a: (i) Court Order issued by a Court of competent jurisdiction,
<br />or (ii.) tribunal, governmental or administrative agency, and the like, or as otherwise required
<br />by law including pursuant to a Public Records Request under Minnesota's Data Practices
<br />Act and Open Records Law (Minn. Statutes 13.01 et seq.), provided that the Party required
<br />to disclose or produce this Agreement or any part thereof gives the other Party and/or its
<br />Attorney(s) immediate written notice thereof in order to afford such other Party a reasonable
<br />opportunity to oppose a motion or request and/or enable it to seek a protective order;
<br />B. as may be necessary in the normal course of a Party's business operations and/or to
<br />accomplish necessary accounting and/or financial requirements including, but not limited to,
<br />to its attorneys, tax attorneys, accountants, auditors, business advisors, financial advisers,
<br />financial planners, insurers, and potential investors under the terms of this Agreement; and
<br />C. by the Parties if necessary to enforce any of the Agreement's terms or to litigate over any
<br />provision of this Agreement. In that event, a Party may offer the Agreement as evidence in
<br />any judicial or other proceeding to enforce said terms and/or provisions against another Party.
<br />22. NON -DISPARAGEMENT. Subject to applicable law, both of the Parties covenant and
<br />agree that neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns,
<br />officers, and key employees or directors, shall in any way disparage, call into disrepute, criticize, or
<br />otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors,
<br />assigns, officers, directors (, employees, stockholders, agents, attorneys or representatives, or any of
<br />its products or services, in any manner that would damage the business or reputation of such other
<br />Party, its products or services, or its subsidiaries, affiliates, successors, assigns, officers or former
<br />officers, directors or former directors, employees, stockholders, agents, attorneys or representatives.
<br />This Section shall not be construed to prohibit any person from responding publicly to incorrect
<br />statements or from making truthful statements when required by law, subpoena, court order, or the
<br />like.
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