Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer Parent and Buyer, to their counsel, accountants, financial advisors or lenders, and in the case of Parent and Seller, to their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Assets; provided, from and however, that after the Closing until Buyer Parent and Buyer may use or disclose any confidential information included in the second Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets and Seller and Parent will be obligated to preserve the confidential information included in the Purchased Assets and otherwise reasonably related to the Business or the Purchased Assets as confidential information of Buyer. If a party (2ndthe "Recipient") anniversary is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose the confidential information of another party (the "Disclosing Party"), the Recipient must provide the Disclosing Party with prompt notice of such request(s) so the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party grants a waiver hereunder, the Recipient may furnish that portion (and only that portion) of the Closing Dateconfidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any confidential information so furnished. The obligation of each party to treat such documents, the Seller Parties materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (i) is not already generally or becomes available to such party from a source other than such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Money damages would be both incalculable and an insufficient remedy for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation breach of this Section 11.2 by a party and any such breach would cause another party irreparable harm. In the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation event of any breach or threatened breach of this Section 11.2 and that the aggrieved 11.2, in addition to any other remedies at law or in equity it may have, a party shall will be entitled to seek, without the requirement of posting a bond or other security, equitable relief, including injunctive relief to prevent a violation or continuing violation hereofand specific performance.

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documentsdocuments shall be held in confidence pursuant to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the event the transactions contemplated hereby shall not be consummatedabsence of a protective order, each party will return provided, further, that such Person discloses only so much of such information to the other party Person requiring disclosure as is required; or parties all copies (iii) in satisfaction of nonpublic documents and materials which have been furnished requests for information in connection therewith. Without with a routine examination by a governmental regulatory authority having jurisdiction over the consent Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the Buyerconfidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing until Closing, pursuant to this Section 14.2, shall not apply to, and the second following shall not constitute Xxxxxxx Information: (2ndw) anniversary any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person License Agreement); or (z) any information concerning provided under the Business that is not already generally available to the public Transition Services Agreement (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and which information shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 be governed by the other party, it is agreed that other remedies cannot fully compensate terms of the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofTransition Services Agreement).

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and herein, the preparation of this Agreement and other related documentsdocuments and the provision of Transition Services and Accounting Services, and, in the event if the transactions contemplated hereby shall are not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith, and, if such transactions are consummated, Buyer will promptly thereafter return to Parent all copies of nonpublic documents and materials which have been furnished by any Seller to Buyer and which do not relate primarily to the Business. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellers, to their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Assets; PROVIDED, from and HOWEVER, that after the Closing until Buyer may use or disclose any confidential information included in the second (2nd) anniversary Purchased Assets or otherwise reasonably related primarily to the Business or the Purchased Assets. The obligation of the Closing Dateeach party to treat such documents, the Seller Parties materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (i) is not already generally or becomes available to such party from a source other than such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably is required to exercise be disclosed without protection of confidentiality under applicable law or enforce any rights under this Agreement or any Ancillary Agreements (provided thatjudicial process, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where extent it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)must be disclosed, or as (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofhereby.

Confidential Nature of Information. Each party agrees that it will Buyer shall treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties Seller during the course of the negotiations leading to the consummation of the transactions transaction as contemplated hereby (whether obtained before or after the date of this AgreementAgreement and whether or not the Closing is completed), the investigation investigations provided for herein herein, and the preparation of this Agreement Agreement. All information obtained by Buyer or Buyer's agents, employees or contractors ("Buyer's Agents") by reason of any inspection of the real Property by Buyer or Buyer's Agents, including, but not limited to, any written reports, field notes and other related documentsdrawings shall be held strictly confidential by Buyer and Buyer's Agents. All inspections and tests performed by Buyer or Buyer's Agents shall be conducted in compliance with all federal, andstate and local laws, in orders, regulations and ordinances. Buyer shall indemnify and hold Seller harmless from any and all losses, liabilities or damages resulting from such activity by Buyer or Buyer's Agents. If the event the transactions transaction herein contemplated hereby shall not be consummated, each party Buyer shall continue to hold such information and documents in strict confidence and will return or deliver to the Seller all such documents, reports, field notes, drawings, including, without limitation, any exhibits, schedules and other party documents obtained independently or parties all copies of nonpublic documents and materials which have been furnished from Seller in connection therewith. Without the consent with this Agreement (or will destroy any of the Buyerforegoing containing any notes or other information developed by Buyer on its own), from without retaining copies thereof. The obligation of Buyer to treat such documents, materials and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (a) Buyer can demonstrate was already lawfully in its possession prior to disclosure thereof by Seller, (b) is not already generally available known to the public and did not become so known through any violation of a legal obligation, (“Confidential Information”c) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information became known to the court public through no fault of Buyer, or (d) relates to the assets in xxxxxxxx or the Business subsequent to Closing. Buyer shall not in court in a non-public session or in pleadings filed under seal where any event use, nor permit anyone else to use, such information obtained from Seller that it is reasonably feasible and would not materially prejudice bound to keep confidential to facilitate competition with Seller. Notwithstanding the Seller Parties or their Affiliate’s rights)foregoing, or as Buyer shall be permitted to release such public statements concerning the transactions contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party Agreement, and to pursue all make such other legal and equitable rights available to it for violation of this Section 11.2 public disclosures, as may be required by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereoflaw.

Confidential Nature of Information. Each of Buyer, as a party on the one hand, and Seller, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby Contemplated Transactions (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby Contemplated Transactions shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No Person shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except for (a) the purpose of evaluating the proposed purchase and sale of the BuyerShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any Order or Governmental Authorization (but only to the extent so required); PROVIDED, from and after HOWEVER, that such party shall first notify the Closing until other party of any such requirement and, if the second other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (2ndc) anniversary where the disclosure of any portion thereof is required in order to obtain any of the Closing Date, the Seller Parties shall notConsents contemplated hereby, and shall cause their Affiliates not to, disclose to any Person any both parties agree in writing that such disclosure is necessary; (d) where the information concerning the Business that is not already becomes generally available to the public other than as a result of a disclosure by Buyer, Seller or the Acquired Companies; or (“Confidential Information”e) for where the information is or becomes lawfully available to Buyer from a source other than Seller. Notwithstanding the foregoing, after the Closing, Buyer and the Acquired Companies may use or disclose any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information confidential information related to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties Acquired Companies or their Affiliate’s rights), Assets or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofBusiness.

Confidential Nature of Information. Each party Buyer agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties Sellers, the Companies and the Transferred Assets, as the case may be, during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will Buyer shall return to the other party or parties Sellers all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by Buyer from such information (and confirm to the Sellers in writing that it has done so). Without Such documents, materials and information shall not be communicated to any third Person (other than Buyer's counsel, accountants, financial advisors or lenders). Buyer shall not use any such confidential information in any manner whatsoever except solely for the consent purpose of evaluating the proposed purchase and sale of the BuyerShares and Transferred Assets; provided, from and however, that after the Closing until the second (2nd) anniversary Buyer and its Affiliates may use or disclose any confidential information of any of the Closing DateCompanies or regarding any of the Transferred Assets; and provided, further, that any Buyer Group Member may use or disclose any confidential information in connection with the defense or handling of any Third Party Claim and in connection with the pursuit, defense or handling of any claim made hereunder by or against any Seller Parties Group Member. The obligation of Buyer to treat such documents, materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which Buyer demonstrates (i) is on the Business that is not already date hereof or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by Buyer or its representatives, (“Confidential Information”ii) for was available to Buyer on a nonconfidential basis prior to its disclosure to Buyer by the Sellers or any reason of their respective representatives or purpose whatsoeverbecomes available to Buyer on a nonconfidential basis, except as compelled in each case from a source other than the Sellers, the Companies or any of their respective representatives, which source was not itself bound by applicable Lawa confidentiality agreement with the Companies or the Sellers and had not received such information, as reasonably directly or indirectly, from a Person so bound, and (iii) based upon advice of Buyer's outside counsel, is required to exercise be disclosed in order that Buyer not commit a violation of law or enforce any rights under this Agreement or any Ancillary Agreements (provided thatcourt order. Notwithstanding anything herein to the contrary, the Seller Parties shallparties hereto agree that each party (and each employee, representative, and shall cause their Affiliates toother agent of such party) may disclose to any and all persons, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure without limitation of any Confidential Information in connection with exercising its rightskind, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible tax treatment and would not materially prejudice tax structure of the Seller Parties or their Affiliate’s rights), or as transactions contemplated by this Agreement and the Ancillary Agreements (the "Transaction") and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any Ancillary Agreements. Without limiting the right of either party to pursue all other legal applicable federal or state securities law and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and except that the aggrieved party shall be entitled foregoing authorization is not intended to injunctive relief permit disclosure of any other information including (x) any portion of any materials to prevent a violation the extent not related to the tax treatment or continuing violation hereoftax structure of the Transaction, (y) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction), or (z) any other term or detail not relevant to the tax treatment or the tax structure of the Transaction.

Confidential Nature of Information. Each party Party agrees that for a period of three years after the Closing, it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties Party during the course of the negotiations leading to the consummation of the transactions contemplated hereby by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein in this Agreement and the preparation of this Agreement and other related documentsdocuments (and in the case of Seller, this confidentiality obligation shall prohibit its disclosure, reproduction or use of such information of or relating to the Company or the Business), and, in the event if the transactions contemplated hereby shall in this Agreement are not be consummated, each party Party will return to the other party or parties Party all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No Party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Interests and the Business; provided, from and however, that after the Closing until Closing, Buyer may use or disclose any confidential information included in the second (2nd) anniversary Business or otherwise reasonably related to the Business. The obligation of the Closing Dateeach Party to treat such documents, the Seller Parties materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (i) is or becomes available to such Party from a source other than the Business that other Party, (ii) is not already generally or becomes available to the public other than as a result of disclosure by such Party or its agents, (“Confidential Information”iii) for is independently developed by Seller or any reason or purpose whatsoeverof its Affiliates, except as compelled by applicable Law, as reasonably (iv) is required to exercise be disclosed under applicable Law (including the Securities Act, the Exchange Act and any Gaming Laws or the requirements of any stock market or exchange), judicial process or financial reporting requirements under GAAP, (v) such Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby, or (vi) is disclosed or used by Seller or any of its Affiliates to enforce any or protect its rights under this Agreement or any Ancillary Agreements (provided thatAgreement, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rightsTax or other regulatory filings, including disclosing such Confidential Information litigation, financial reporting or any other reasonable business purpose. Prior to the court Closing, in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible the event of any conflict between the terms of the Confidentiality Agreement and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation terms of this Section 11.2 by Agreement, the other party, it is agreed that other remedies cannot fully compensate terms of the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party Confidentiality Agreement shall be entitled to injunctive relief to prevent a violation or continuing violation hereofprevail.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event if the transactions contemplated hereby shall are not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than each party’s counsel, accountants, financial advisors or lenders). No other party shall use any confidential information in any manner whatsoever except solely for the consent purpose of evaluating the proposed transactions contemplated by this Agreement; provided, however, that after the Closing, the Company may use or disclose any confidential information reasonably related to the Business; provided, further, that to the extent that a Person receiving confidential information hereunder may become required by law or regulation to disclose any of such confidential information, such Person (a) may only disclose such information if it will first have used commercially reasonable efforts to, and, if practicable, will have afforded the other party the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed and (b) if such protective order or other remedy is not obtained, or the other party waives such Person’s compliance with the provisions of this Section 6.17, it will only furnish that portion of the Buyerconfidential information which is legally required to be so disclosed. The obligation of each party to treat such documents, from materials and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (i) which is not already or becomes generally available to the public other than as a result of a disclosure by the party receiving the confidential information, (“Confidential Information”ii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information that was available to the court in xxxxxxxx or in court in receiving party on a non-public session confidential basis prior to its disclosure by the disclosing party or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights (iii) becomes available to it for violation of this Section 11.2 by the receiving party from a Person other than the disclosing party or its Affiliates who is not, to the receiving party’s knowledge, it is agreed that other remedies cannot fully compensate the aggrieved party for subject to any legally binding obligation to keep such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofinformation confidential.

Confidential Nature of Information. Each party agrees that it will shall treat in confidence all documents, materials materials, and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein ) and the preparation of this Agreement and other related documents. The obligation of each party to treat such documents, and, materials and other information in the event the transactions contemplated hereby confidence shall not be consummated, each apply to any information which (a) such party will return can demonstrate was already lawfully in its possession prior to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 thereof by the other party, (b) is known to the public and did not become so known through any violation of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources, (e) is required to be disclosed under the provisions of any Federal, state or local statute or regulation issued by a duly authorized agency, board or commission thereof or (f) is required to be disclosed by a rule or order of any court of competent jurisdiction. Each party agrees, if it is agreed that other remedies cannot fully compensate breaches any of the aggrieved party for such a violation terms of this Section 11.2 10.14, it will consent to the issuance of a temporary and/or permanent injunction by any court of competent jurisdiction enjoining such party from continuing to breach the terms of this Section 10.14. Notwithstanding the provisions of this Section, Buyer shall have the right to disclose any information as it deems necessary in conjunction with obtaining financing for the transactions contemplated in this Agreement or an offer of securities of AAPC, including, without limitation, a description of the Seller's business and that products, an inclusion of financial statements, and other financial information regarding the aggrieved party shall be entitled to injunctive relief to prevent a violation Seller, or continuing violation hereofthe Purchased Business.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall are not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which that have been furnished in connection therewith. Without the consent of the Buyer, from therewith and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall will not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates tothereafter, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreementsconfidential material contained therein. Without limiting the right of either any party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the any other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated hereby (and any related transactions or arrangements) (the “Transactions”), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Transactions, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing.

Confidential Nature of Information. Each party agrees Donegal Mutual and Sheboygan Falls agree that, in the event that it the transactions contemplated herein shall not be consummated, each will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein of the other party hereto and the preparation of this Agreement and other related documentsdocuments relating to this Agreement with the exception of any filings made by Donegal Mutual or Sheboygan Falls with the OCI (collectively, andthe “Confidential Information”), in the event the transactions contemplated hereby and shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which the Confidential Information that have been furnished in connection therewith. Without In the consent event that a party hereto becomes legally compelled to disclose any of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason , it shall provide the other party with reasonable notice so that it may seek a protective order or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise other appropriate remedy or enforce any rights under this Agreement or any Ancillary Agreements (provided that, waive compliance with the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation provisions of this Section 11.2 5.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 5.2, the first party will furnish only that portion of the Confidential Information that it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, it is agreed legally required and will endeavor to obtain assurance that other remedies cannot fully compensate confidential treatment will be accorded the aggrieved party for such Confidential Information so furnished. Donegal Mutual and Sheboygan Falls agree and acknowledge that a violation breach of the provisions of this Section 11.2 and 5.2 may cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the aggrieved other party shall have the right to seek specific performance of the provisions of this Section 5.2 to enjoin a breach or attempted breach of the provisions of this Section 5.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise. The foregoing shall be entitled in addition to injunctive relief to prevent a violation or continuing violation hereofthe rights and obligations under the Existing Confidentiality Agreements.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx cxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. Each party agrees The following paragraph is subject to any disclosure requirements under the Bankruptcy Code or imposed by the Bankruptcy Court: Buyer and Sellers each agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party at the request of the disclosing party, will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such non-public documents, materials and information shall not be communicated to any third Person (other than to Buyer’s and Seller’s counsel, accountants or financial advisors, in each case subject to the consent recipient’s agreement to keep the same confidential). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Assets; provided, from and however, that after the Closing until Closing, Buyer may use or disclose any confidential information included in the second (2nd) anniversary Purchased Assets or otherwise reasonably related to the Purchased Assets and the Business. The obligation of the Closing Dateeach party to treat such documents, the Seller Parties materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (i) is or becomes available to such party from a source other than the Business that disclosing party, (ii) is not already generally or becomes available to the public other than as a result of disclosure by such party or its agents or (“Confidential Information”iii) for is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed. Notwithstanding clause (iii) of the preceding sentence, in the event that any reason or purpose whatsoever, except as compelled party is required to disclose any confidential information by applicable Lawlaw, as reasonably required to exercise judicial process or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure rule of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other partynational securities exchange, it is agreed that the party subject to such requirement will provide the other remedies cannot fully compensate the aggrieved party for with prompt notice of such a violation of this Section 11.2 requirement and that the aggrieved such party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofmay seek an appropriate protective order if it so desires.

Confidential Nature of Information. Each Kinark and the Trustee (on behalf of itself, the Trusts and the Trusts' beneficiaries) each hereby agrees not to make any public disclosure concerning the subject matter of this Agreement or the consideration of the transactions contemplated hereby except in accordance with Section 5.3 hereof. Kinark agrees to use the information it obtains from the Trustee or the Trusts in the course of its due diligence investigation only for the purposes of evaluating the transactions contemplated hereby, Kinark and the Trustee agree that, in the event the transactions contemplated hereby are not consummated, each party agrees that it will treat in confidence all documents, materials and other information which it that each party shall have obtained regarding from the other party regarding Rxxxxx or parties the Trustee or the Trusts, on the one hand, or Kinark, on the other hand, during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement)hereby, the investigation provided for herein by Kinark of Rxxxxx, and the preparation of this Agreement Agreement, and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic non-public documents and materials which that have been furnished in connection therewith. Without However, nothing contained herein shall prohibit either party from (i) using such documents, materials or other information in connection with any action or proceeding brought or any claim asserted by the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose other party with respect to any Person breach of any information concerning the Business that is not already generally available representation, warranty or covenant made in or pursuant to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, ii) supplying or filing (with the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure prior written consent of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed which consent shall not be unreasonably withheld) such documents, materials or other information with any federal, state or local government agency or authority that other remedies cannot fully compensate such party reasonably deems necessary. This Section 5.2 supersedes all previous understandings between the aggrieved party for such a violation of this Section 11.2 and that parties concerning confidential information including the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofConfidentiality Agreement executed July 1, 1994.

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will hereto shall return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Parent and Cinram, to their counsel, accountants, financial advisors or lenders and, in the case of Quixote and DMI, to their counsel, accountants or financial advisors). No party hereto shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Assets and the Business; PROVIDED, from and HOWEVER, that, after the Closing until Closing, Parent and Cinram may use or disclose any confidential information included in the second (2nd) anniversary Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. Prior to the Closing, Parent and Cinram shall refrain from disclosing any confidential information to any employee of Parent or any of its Affiliates, other than the Closing DateChairman, President and Chief Executive Officer, the Seller Parties Vice-President of Finance and Chief Financial Officer and the Controller of Parent; and the President and Chief Executive Officer and the Director of Finance and Administration of Cinram. The obligation of each party hereto to treat such documents, materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (i) is or becomes available to such party from a source other than the Business that other parties hereto, (ii) is not already generally or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably is required to exercise be disclosed under applicable law or enforce any rights under this Agreement or any Ancillary Agreements (provided thatjudicial process, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where extent it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)must be disclosed, or as (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement or any Ancillary Agreementshereby. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof13.3.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein herein, under the TBA, and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from therewith and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall will not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates tothereafter, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreementsconfidential information contained therein. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated hereby (and any related transactions or arrangements) (the “Transactions”), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Transactions, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing.

Confidential Nature of Information. Each Without limiting Buyers’ obligations under the Confidentiality Agreement, each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event if the transactions contemplated hereby shall are not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Each Seller also covenants and agrees that, if Closing occurs, it will not, and will not permit any of its Affiliates to, divulge or make use of any trade secrets or other confidential information of any Acquired Company or the consent Business other than to disclose such secrets and information to Buyers or their Affiliates. All such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyers, to its counsel, accountants, financial advisors or existing and prospective lenders, prospective syndicate members or other prospective participants in the Financing, and in the case of Sellers, to their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerCompany Interests; provided, from and however, that after the Closing until Buyers may use or disclose any confidential information with respect to or about any Acquired Company or otherwise reasonably related to the second (2nd) anniversary Business or the Interests. The obligation of each party to treat documents, materials and other information which it shall have obtained from the Closing Date, the Seller Parties other party in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (i) is or becomes available to such party from a source other than the Business that other party, (ii) is not already generally or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably is required to exercise or enforce any rights be disclosed under this Agreement or any Ancillary Agreements (provided thatapplicable Requirements of Laws, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where extent it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)must be disclosed, or as (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofhereby.

Confidential Nature of Information. Each party agrees that it will The Design-Builder shall treat all confidential information obtained from the City in confidence all documents, materials the performance of this Design-Build Contract as confidential and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading proprietary to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return City to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewithextent permitted by law. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”, for purposes of this covenant, means any information and materials which is clearly identified or marked as being “confidential” or “proprietary” or otherwise marked in accordance with applicable federal law by the disclosing party. Confidential Information does not include information which: (1) for was in the public domain at the time of a disclosing party’s communication thereof to the receiving party; (2) entered the public domain through no fault of the receiving party subsequent to the time of the disclosing party’s communication thereof to the receiving party; (3) was in the receiving party’s possession free of any reason or purpose whatsoever, except as compelled by applicable Lawobligation of confidence at the time of the disclosing party’s communication thereof to the receiving party, as evidenced in the receiving parties records; (4) was rightfully communicated by a third party to a receiving party free of any obligation of confidence subsequent to the time of the disclosing party’s communication thereof to the receiving party; (5) was developed by employees or agents of the receiving party independently of and without reference to any proprietary information or other information that the disclosing party has disclosed in confidence to the receiving party; (6) is approved for release by written authorization of the disclosing party; or (7) the receiving party reasonably required believes on advice of legal counsel it is legally obligated to exercise disclose by law, rule, regulation, court order, or enforce any rights under this Agreement other compulsory process of a court or any Ancillary Agreements (provided thatother governmental body, provided, however, that in such case, the Seller Parties shallreceiving party shall immediately notify the disclosing party of its intention to disclose (unless the receiving party reasonably believes based on the advice of legal counsel that providing such notice would violate applicable law, and shall cause their Affiliates torule, use their commercially reasonable effortsregulation, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)order, or as contemplated by this Agreement other compulsory process of a court or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and governmental body) so that the aggrieved disclosing party shall be entitled to injunctive relief can take such legal action as it deems necessary or appropriate to prevent a violation or continuing violation hereofsuch disclosure.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of the BuyerSeller, from to its counsel, accountants or financial advisors). The obligation of each party to treat such documents, materials and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (a) such party can demonstrate was already lawfully in its possession prior to the Business that disclosure thereof by the other party, (b) is not already generally available known to the public and did not become so known through any violation of a legal obligation, (“Confidential Information”c) for any reason or purpose whatsoeverbecame known to the public through no fault of such party, except as compelled by applicable Law, as reasonably (d) such party is required to exercise or enforce disclose any rights under this Agreement or any Ancillary Agreements such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable law (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where extent it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rightsmust be so disclosed), or as (e) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement or any Ancillary Agreementshereby. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 10.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. The Confidentiality Agreement between Xxxxxxx and CBS dated as of January 21, 1999, shall remain in full force and effect to the extent not superseded by this Agreement; provided, however, that if the Closing takes place, the Confidentiality Agreement shall no longer apply to the extent it requires CBS or any of its Affiliates to treat in confidence any documents, materials or other information relating to GCI, GTC, the Limited Partnership or the Station. Each party further hereby agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the BuyerXxxxxxx further agrees that, from and after the Closing until the second (2nd) anniversary of the Closing Date, it will treat in confidence all documents, materials and other information relating to the Seller Parties business, assets, liabilities and operations of the Station which were confidential prior to the Closing. The obligation of each party to treat such documents, materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (a) such party can demonstrate was already lawfully in its possession prior to the Business that disclosure thereof by the other party, (b) is not already generally available known to the public and did not become so known through any violation of a legal obligation, (“Confidential Information”c) for any reason or purpose whatsoeverbecame known to the public through no fault of such party, except as compelled (d) is later lawfully acquired by applicable Lawsuch party from other sources, as reasonably required (e) such party is permitted to exercise or enforce any rights disclose under this Agreement or any Ancillary Agreements (provided thatf) such party is required to disclose, pursuant to judicial order or, in the Seller Parties shallopinion of counsel, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, pursuant to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreementsapplicable law. Without limiting the right of either any party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 10.2 by the any other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofthereof.

Confidential Nature of Information. Each party acknowledges and agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without The Seller acknowledges and agrees that from and after the consent of Closing, all non-public information relating to the BuyerBusiness and the Purchased Assets shall be valuable and proprietary to the Buyer and its Affiliates. The Seller agrees that, from and after the Closing until the second (2nd) anniversary of the Closing DateClosing, the Seller Parties shall not, and shall cause their its Affiliates not to, disclose to any Person any information concerning relating to the Buyer and its Affiliates (including, after the Closing, the Business that is not already generally available to and the public (“Confidential Information”) for any reason or purpose whatsoeverPurchased Assets), except as compelled required by applicable Law, Law or as reasonably required to exercise otherwise becomes available in the public domain other than through any action by the Seller or enforce any rights its Affiliates in violation of its obligations under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary AgreementsSection 11.2. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.