Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent of the Manager, which consent shall not be unreasonably withheld, conditioned or delayed, (b) not to publicize detailed financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain (except where such information entered the public domain in violation of this Section 15.10); (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure by the Company; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is required to be disclosed by applicable law, rule or regulation (provided that prior to any such required disclosure, the disclosing party shall, to the extent possible, consult with the other Members and use best efforts to incorporate any reasonable comments of the other Members prior to such disclosure) or is necessary to be disclosed in connection with customary or required financial reporting of any Member or its Affiliates; or (vi) is expressly approved in writing by the Members. The provisions of this Section shall survive the termination of the Company.

Access; Confidentiality. By executing this AgreementPrior to the Closing at the reasonable ----------------------- request of QuickLogic, Cypress agrees to promptly make available all books, records, facilities, employees and information necessary for QuickLogic to evaluate the Transferred Assets, and verify the FPGA Technology, and QuickLogic agrees prior to the Closing at the reasonable request of Cypress to make promptly available all books, records, facilities, employees and information necessary for Cypress to fulfill its obligations hereunder. Except as provided below, each Member expressly agreesparty hereto shall keep confidential and shall not make use of any information treated by the other party as confidential (including, at all times during without limitation, the term terms and conditions of this Agreement and the Transaction Agreements), obtained from the other party concerning the assets, properties, business or operations of the Company and thereafter and whether or not at the time a Member of the Company (a) not other party other than to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent of the Manager, which consent shall not be unreasonably withheld, conditioned or delayed, (b) not to publicize detailed financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountantsauditors, other professional advisorsboard members, limited partnersconsultants, members financial advisers, key employees, lenders and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain (except investment bankers where such information entered disclosure is related to the public domain in violation performance of obligations under this Agreement or the consummation of the transactions contemplated under this Agreement (all of whom shall be similarly bound by the provisions of this Section 15.105.1); (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure by the Company; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is except as may be required to be disclosed by applicable law, rule and except as provided for in the Transaction Agreements. Notwithstanding the foregoing, the foregoing confidentiality restrictions shall not apply to (i) information that was in the receiving party's possession prior to receipt from the disclosing party, (ii) information that becomes generally available to the public other than as a result of the receiving party's fault or regulation action, (iii) information that becomes available to the receiving party from some source other than the disclosing party, provided that prior to any such required disclosuresource is under no non-disclosure obligation, the disclosing party shall, to the extent possible, consult with the other Members and use best efforts to incorporate any reasonable comments of the other Members prior to such disclosure) or is necessary to be disclosed in connection with customary or required financial reporting of any Member or its Affiliates; or (vi) is expressly approved in writing by the Members. The provisions of this Section shall survive the termination of the Company.or

Access; Confidentiality. By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company Company, (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent of the Members and the Manager, which consent shall not be unreasonably withheld, conditioned or delayed, (b) not to publicize detailed financial information concerning the Company Company, and (c) not to disclose the Company’s affairs generally; , provided that the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (ia) is in the public domain (except where such information entered the public domain in violation of this Section 15.1012.11); (iib) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure by the Company; (iiic) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company or another Party who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (ivd) is developed independently by the Member; (ve) is required to be disclosed by applicable law, rule or regulation law (provided that prior to any such required disclosure, the disclosing party shall, to the extent possible, consult with the other Members Parties and use best efforts to incorporate any reasonable comments of the other Members Parties prior to such disclosure); (f) or is necessary to be disclosed in connection with customary or required financial reporting of any Member or its Affiliates; a dispute hereunder or (vig) is expressly approved in writing by the MembersParties. The provisions of this Section 12.11 shall survive the termination of the Company.

Access; Confidentiality. By executing this AgreementThe Selling Shareholders agree to make, each Member expressly agrees, at all times during the term of procure that the Company makes, available to the Purchaser and thereafter its representatives and whether or not at the time a Member of the Company (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent of the Manageradvisors all books, which consent shall not be unreasonably withheldrecords, conditioned or delayed, (b) not to publicize detailed financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officersfacilities, directors, officers, employees, agentsnon-employee agents (such as patent and regulatory counsel) and information necessary for the Purchaser to evaluate the businesses, operations, properties and financial condition of any Group Company, except such documents where confidentiality obligations prevent the identity of the parties executing the documents from being disclosed (in which case the Company will provide the Purchaser with redacted versions). Each party shall keep confidential and shall not make use of any information treated by the other party as confidential (including, without limitation, the existence of the Transaction Documents or the consummation of the Acquisition or the failure of such a consummation), obtained from the other party concerning the assets, properties, business or operations of the other party other than to disclose to legal counsel, accountantsconsultants, other professional financial advisors, limited partnersofficers, members key employees, lenders and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain (except investment bankers where such information entered disclosure is related to the public domain in violation performance of obligations under the Transaction Documents or the consummation of the transactions contemplated under the Transaction Documents (all of whom shall be similarly bound by the provisions of this Section 15.105.5); (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure by the Company; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is except as may be required to be disclosed by applicable lawlaw or regulations (including of any stock exchange) or as may be required to obtain the consents, rule waivers or regulation (provided that prior releases from any Governmental Entity or other third party. Notwithstanding the foregoing, the foregoing confidentiality restrictions shall not apply to any such required disclosure, the disclosing party shall, information which (a) becomes generally available to the extent possible, consult with the other Members and use best efforts to incorporate any reasonable comments public through no fault of the other Members prior to receiving party or its employees, agents or representatives; (b) is independently developed by the receiving party without benefit of the above-described information (and such disclosureindependent development is substantiated in writing), or rightfully received from another source on a non-confidential basis; (c) when such disclosure is required by a court or governmental authority or any stock exchange or is otherwise required by law or is necessary to establish rights under the Transaction Documents or any agreement contemplated hereby. Purchaser agrees that upon signing of these Transaction Documents, Company may inform employees of the current status of the contemplated transaction using an announcement the form and content of which will be disclosed agreed in connection advance with customary or required financial reporting the Purchaser. Furthermore, for the avoidance of doubt, it is explicitly stated that nothing herein shall restrict the Purchaser and the Group Companies in any way in their use of any Member or its Affiliates; or (vi) is expressly approved in writing by the Members. The provisions of this Section shall survive the termination information relating to any of the CompanyGroup Companies after consummation of the Closing.

Access; Confidentiality. By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent of the Manager, which consent shall not be unreasonably withheld, conditioned or delayedManaging Member, (b) not to publicize detailed any financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain (except where such information entered the public domain in violation of this Section 15.1010.4); (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure to such Member by the CompanyCompany or another Member; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is required to be disclosed by applicable law, rule or regulation law (provided that prior to any such required disclosure, the disclosing party shall, to the extent possible, consult with the other Members Managing Member and use best efforts to incorporate any reasonable comments of the other Members Managing Member prior to such disclosure) or is necessary to be disclosed in connection with customary or required financial reporting of any Member or its Affiliates); or (vi) is expressly approved in writing by the MembersCompany. The provisions of this Section 10.4 shall survive the termination of the Company.

Access; Confidentiality. By executing this Agreement, each of Common Member and Preferred Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent the Approval of the Managerother Member, which consent shall not be unreasonably withheld, conditioned or delayed, (b) not to publicize detailed financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that none of the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain (except where such information entered the public domain in violation of this Section 15.10)domain; (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure by the Company; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is required or would be reasonably prudent to be disclosed by applicable law, rule or regulation (provided that prior to any such required disclosure, including the disclosing party shall, to the extent possible, consult with the other Members applicable rules and use best efforts to incorporate any reasonable comments regulations of the other Members prior to such disclosure) U.S. Securities and Exchange Commission and any national securities exchange or is necessary to be disclosed in connection with customary or required financial reporting of any Member or its Affiliatesover-the-counter market; or (vi) is expressly approved in writing by the MembersCompany. The provisions of this Section shall survive the termination of the Company.