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