Common use of Confidentiality and Public Announcements Clause in Contracts

Confidentiality and Public Announcements. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented to by the other party in advance, each of the parties to this Agreement shall, and shall cause its respective officers, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure of the contents of this Agreement or any information obtained from the other parties hereto in connection with the transactions contemplated hereby to any person except to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available other than as a result of a breach of this Agreement or any other agreement between the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the regulations of the Securities and Exchange Commission or the American Stock Exchange.

Confidentiality and Public Announcements. Any public announcement None or similar the Parties hereto shall make any publicity with respect to releases, interviews or other disclosure or dissemination of any information concerning this Agreement or its terms, or any Party’s performance hereunder, to any Person without the transactions contemplated hereby will prior written approval of Buyer and Sellers’ Representative, such approval not to be issuedunreasonably withheld, if at allconditioned or delayed; provided, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented to by the other party in advancehowever, that each of the parties Parties may disclose the contents of this Agreement: (i) to this Agreement shallits employees, and shall cause its respective officers, directors, shareholderspartners, members, managersshareholders and Affiliates and their respective advisors, employeesagents and other representatives (collectively, partners“Representatives”) on a need-to-know basis, affiliatesprovided that all such persons agree to hold confidential such information substantially in accordance with this clause (d) or are otherwise bound by a duty of confidentiality to such other Parties, accountants, counselas the case may be, and other authorized representatives to keep this Agreement strictly confidential and that such Party shall not make be responsible for any disclosure breach of the contents provisions of this Agreement or any information obtained from the other parties hereto in connection with the transactions contemplated hereby paragraph by its Representatives; (ii) to any person except Governmental Authority or other Person to the extent that such Party determines, based on advice of legal counsel, that the disclosure is required under applicable securities laws or the terms of a subpoena or order issued by a court or governmental or regulatory body of competent jurisdiction or under any law, regulation, rule (including any stock exchange rule) or governmental proceeding (provided that such Party may only do so if it, to the extent legally permissible, (a) required to comply with reasonably promptly notifies the terms other Parties hereto in writing of this Agreement; such request or requirement, (b) reasonably necessary provides the other Parties hereto with any proposed disclosures and affords reasonable advance notice to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; review and comment, (c) consults, in advance of any such disclosure, with the disclosing party can establish that other Parties hereto on the advisability of taking legally available steps to resist or narrow such information has become publicly available other than as a result of a breach of this Agreement request or any other agreement between the parties hereto; requirement and (d) disclosure is required in any judicial or administrative proceedingsuses commercially reasonable efforts to obtain, pursuant to court at such disclosing Party’s sole expense, an appropriate protective order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable reliable assurance that confidential treatment will be accorded to any such information); and (iii) in connection with any lawsuit initiated to enforce any rights under this Agreement. Notwithstanding the foregoing, howevereach Party acknowledges that the other Parties hereto shall be permitted to provide copies of this Agreement, Seller may make any public disclosure that it believes in its good faith draft or final form, to be required by applicable law the extent necessary or advisable in connection with discussions relating to, and the regulations negotiation of the Securities definitive agreements contemplated in this Agreement. Notwithstanding the foregoing, with the respect to any information that is subject both to this clause (d) and Exchange Commission or to the American Stock Exchangeconfidentiality terms of the Services Agreement, the terms of the Services Agreement shall prevail.

Confidentiality and Public Announcements. Any public announcement or similar publicity with respect The provisions of any other agreement to this Agreement or the contrary notwithstanding, including any provisions of that certain Confidentiality Agreement, by and between B&R Global Holdings, Inc., a subsidiary of Parent, and Seller, effective December 1, 2021 (the “Confidentiality Agreement”), until the disclosure contemplated by the following sentence is made, the parties agree to maintain the confidentiality of (a) the transactions contemplated hereby by this Agreement, any of the Transaction Documents or any of the Purchaser Transaction Documents and (b) the respective terms of such agreement and documents, unless disclosure is required by Law. The parties agree to announce the consummation of such transactions simultaneously at a mutually agreeable time. The content of all announcements and publicity relating to this Agreement, any of the Transaction Documents or any of the Purchaser Transaction Documents will be issued, if at all, at such time and in such manner as subject to the mutual approval of the Seller and Buyer mutually agree uponthe Purchaser (except as otherwise required by Law). Unless consented Each party hereto (hereinafter referred to by the other party in advance, each of the parties to this Agreement context as a “receiving party”) shall, and shall cause its respective officersrepresentatives to, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure maintain the confidentiality of the contents of this Agreement or any all non-public information obtained from concerning the other parties hereto (each such party hereinafter referred to in connection with the transactions contemplated hereby to any person except this context as a “disclosing party”) (other than such information that becomes generally available to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available public other than as a result of disclosure by the receiving party) that becomes known by such receiving party or its representatives as a breach result of the negotiation or consummation of the transactions contemplated by this Agreement Agreement, any of the Transaction Documents or any other agreement between the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the regulations of the Securities Purchaser Transaction Documents. Nothing contained herein shall limit the right of any such persons to disclose any such information to their subsidiaries, employees, agents, representatives, counsel, accountants and Exchange Commission or financial advisors for the American Stock Exchange.purpose of facilitating the consummation of the transactions contemplated hereby. 3.7

Confidentiality and Public Announcements. Any public announcement or similar publicity with respect to Each party shall keep this Agreement and its terms confidential, and shall make no press release or public disclosure, either written or oral, regarding the transactions contemplated hereby will be issued, if at all, at such time by this Agreement without the prior knowledge and in such manner as Seller and Buyer mutually agree upon. Unless consented to by consent of the other party in advancehereto; provided that the foregoing shall not prohibit any disclosure (i) by press release, each filing or otherwise that is required by federal securities laws or the rules of the New York Stock Exchange, (ii) to attorneys, accountants, investment bankers or other agents of the parties to this Agreement shall, and shall cause its respective officers, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure of assisting the contents of this Agreement or any information obtained from the other parties hereto in connection with the transactions contemplated by this Agreement and (iii) by Buyer in connection with obtaining financing for the transactions contemplated by this Agreement and conducting an examination of the operations and assets of the Seller. If the transactions contemplated hereby are not consummated for any reason whatsoever, the parties hereto agree not to disclose or use any person confidential information they may have concerning the affairs of the other party, except for information that is required by law to be disclosed. If the transactions contemplated hereby are consummated, the Selling Entities agree not to disclose or use any confidential information they have pertaining to the extent (a) Purchased Assets, except for information that is required by law to comply with be disclosed. Confidential information includes, but is not limited to: financial records, surveys, reports, plans, proposals, financial information, environmental data, information relating to personnel, contracts, pricing information, customer lists, stock ownership, liabilities and litigation; provided that should the terms of transactions contemplated hereby not be consummated, nothing contained in this Agreement; (b) reasonably necessary Section 7.5 shall be construed to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available other than as a result of a breach of this Agreement or any other agreement between prohibit the parties hereto; (d) disclosure is required hereto from operating businesses in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the regulations of the Securities and Exchange Commission or the American Stock Exchangecompetition with each other.

Confidentiality and Public Announcements. Any public announcement or similar publicity with respect The parties hereto agree to announce the execution of this Agreement or (the transactions "Initial Public Announcement") and the consummation of the transaction contemplated hereby by this Agreement simultaneously at mutually agreeable times. The content of all announcements and publicity relating to the subject matter of this Agreement will be issued, if at all, at such time and in such manner as subject to the mutual approval of Seller and Buyer mutually agree uponPurchaser (except as otherwise required by law). Unless consented to by the other party in advance, each of the The parties to this Agreement hereto shall, and shall cause its respective officerstheir representatives to, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure maintain the confidentiality of the contents of this Agreement or any all non-public information obtained from concerning the other parties hereto in connection with the transactions contemplated hereby to any person except (other than such information which becomes generally available to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available public other than as a result of disclosure by the other party) which becomes known by a breach party hereto or such representatives solely as a result of the negotiation or consummation of the transactions contemplated by this Agreement, and shall promptly return and cause its agents and representatives to return to the other party all written materials containing such information in the event that the Closing does not occur within the time limit herein provided for. That certain Confidentiality Agreement, dated June 4, 2003, between Seller and Purchaser shall survive the execution of this Agreement or any other agreement between the parties hereto; (d) disclosure is required and remain in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable full force and shall use effect in accordance with its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded to such informationterms. Notwithstanding the foregoing, the Seller Parties and Purchaser (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement beginning on the earliest of (i) the date of the public announcement of discussions relating to the transactions contemplated by this Agreement, (ii) the date of public announcement of the transactions contemplated by this Agreement, or (iii) the date of the execution of an agreement (with or without conditions) to enter into the transactions contemplated by this Agreement; provided, however, that neither the Seller Parties nor Purchaser (nor any of their respective representatives) may make disclose any public disclosure other information that it believes in its good faith is not relevant to be required by applicable law or understanding the regulations tax treatment and tax structure of the Securities transactions contemplated by this Agreement (including the identity of any party and Exchange Commission any information that could lead another to determine the identity of any party), or any other information to the American Stock Exchangeextent that such disclosure could result in a violation of any federal or state securities law.

Confidentiality and Public Announcements. Any public announcement laws or similar regulations or common law. Further, the parties hereto agree to announce the consummation of the transactions contemplated by this Agreement simultaneously at a mutually agreeable time as promptly as practicable after the execution and delivery of this Agreement (except as required by applicable law). The content of all announcements and publicity with respect relating to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented subject to by the other party in advance, each mutual approval of the parties to this Agreement Company and Sysco (except as otherwise required by law), which approval shall not be unreasonably withheld or delayed. Guest Supply shall, and shall cause its respective officersrepresentatives to, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and maintain the confidentiality of all non-public information concerning Sysco (other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure of the contents of this Agreement or any than such information obtained from the other parties hereto in connection with the transactions contemplated hereby to any person except which becomes generally available to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available public other than as a result of disclosure by Guest Supply) which becomes known by Guest Supply or such representatives solely as a breach result of the negotiation or consummation of the transactions contemplated by this Agreement or any other agreement between Agreement, and shall promptly return and cause its agents and representatives to return to Sysco all written materials containing such information in the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided event that the party required to make such disclosure shall give Closing does not occur within the other party notice time limit herein provided for. Without limiting the terms and conditions of such request as promptly as practicable the Confidentiality Agreement dated September 19, 2000 between Sysco and the Company, Sysco shall, and shall use cause its good faith representatives to, maintain the confidentiality of all non-public information concerning Guest Supply (other than such information which becomes generally available to the public other than as a result of disclosure by Sysco) which becomes known by Sysco or such representatives solely as a result of its due diligence investigations or efforts conducted prior to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding or after the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law date hereof or the regulations negotiation or consummation of the Securities transactions contemplated by this Agreement, and Exchange Commission or shall promptly return, and cause its agents and representatives to return, to Guest Supply all written materials containing such information in the American Stock Exchangeevent that the Closing does not occur within the time limit herein provided for. Nothing contained herein shall limit the right of any such persons to disclose any such information to its subsidiaries, employees, agents, representatives, counsel, accountants, financial advisors, underwriters and sources of financing (and their counsel and accountants) for the purpose of facilitating the consummation of the transactions contemplated hereby.

Confidentiality and Public Announcements. Any Each party to this Agreement agrees that it will treat this Agreement and all negotiations and communications between them relating to this Agreement, the Merger or otherwise, and all information disclosed to a party by the other party, as confidential. No party to this Agreement will make any public announcement announcements or similar publicity otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby by this Agreement without prior approval of the other party, which approval will not unreasonably be issuedwithheld or delayed, if at allas to the timing and contents of any such announcement as may be reasonable under the circumstances; provided however, at that nothing contained herein will prevent any party from promptly making all filings with Governmental Entities that may, in its reasonable judgment, be required or advisable in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, or from making any disclosures required by Legal Requirements, so long as such time party gives timely notice to the other parties of the anticipated disclosure and cooperates with the other party in such manner as Seller designing reasonable procedural and Buyer mutually agree upon. Unless consented other safeguards to preserve, to the maximum extent possible, the confidentiality of all information furnished by the other party pursuant to this Agreement. Except as expressly set forth above, all of the terms and conditions of the Mutual Non-Disclosure Agreement by and between DST and USCS, dated April 20, 1998, shall remain in advancefull force and effect until the Effective Time, but not any of the amendments thereto, each of the parties to which is hereby superseded and replaced by this Agreement shall, and shall cause its respective officers, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure of the contents of this Agreement or any information obtained from the other parties hereto in connection with the transactions contemplated hereby to any person except to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available other than as a result of a breach of this Agreement or any other agreement between the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the regulations of the Securities and Exchange Commission or the American Stock ExchangeSection 6.6.

Confidentiality and Public Announcements. Any public announcement or similar publicity with respect The provisions of any other agreement to this Agreement or the contrary notwithstanding, including any provisions of that certain Non-Disclosure and Confidentiality Agreement, by and between B&R Global Holdings, Inc., a subsidiary of Parent, and Great Wall Partners of Illinois LLC, an Affiliate of Sellers, effective June 28, 2021 (the “Confidentiality Agreement”), until the disclosure contemplated by the following sentence is made, the parties agree to maintain the confidentiality of (a) the transactions contemplated hereby by this Agreement, any of the Transaction Documents or any of the Purchaser Transaction Documents and (b) the respective terms of such agreement and documents, unless disclosure is required by Law. The parties agree to announce the consummation of such transactions simultaneously at a mutually agreeable time. The content of all announcements and publicity relating to this Agreement, any of the Transaction Documents or any of the Purchaser Transaction Documents will be issued, if at all, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented subject to by the other party in advance, each mutual approval of the parties Sellers and the Purchasers (except as otherwise required by Law). Each party hereto (hereinafter referred to in this Agreement context as a “receiving party”) shall, and shall cause its respective officersrepresentatives to, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure maintain the confidentiality of the contents of this Agreement or any all non-public information obtained from concerning the other parties hereto (each such party hereinafter referred to in connection with the transactions contemplated hereby to any person except this context as a “disclosing party”) (other than such information that becomes generally available to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available public other than as a result of disclosure by the receiving party) that becomes known by such receiving party or its representatives as a breach result of the negotiation or consummation of the transactions contemplated by this Agreement Agreement, any of the Transaction Documents or any other agreement between the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided that the party required to make such disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the regulations of the Securities Purchaser Transaction Documents. Nothing contained herein shall limit the right of any such persons to disclose any such information to their subsidiaries, employees, agents, representatives, counsel, accountants and Exchange Commission or financial advisors for the American Stock Exchange.purpose of facilitating the consummation of the transactions contemplated hereby. 3.7

Confidentiality and Public Announcements. Any public announcement Until the disclosure ---------------------------------------- contemplated by the next following sentence is made, the parties hereto each agree to, and to direct their respective directors, officers, employees, representatives and agents with a need to know such information to, maintain the confidentiality of the transactions contemplated by this Agreement, unless disclosure is required by applicable federal or similar state laws or regulations or common law. Further, the parties hereto agree to announce the consummation of the transactions contemplated by this Agreement simultaneously at a mutually agreeable time as promptly as practicable after the execution and delivery of this Agreement (except as required by applicable law). The content of all announcements and publicity with respect relating to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented subject to by the other party in advance, each mutual approval of the parties to this Agreement Company and Sysco (except as otherwise required by law), which approval shall not be unreasonably withheld or delayed. Guest Supply shall, and shall cause its respective officersrepresentatives to, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and maintain the confidentiality of all non-public information concerning Sysco (other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure of the contents of this Agreement or any than such information obtained from the other parties hereto in connection with the transactions contemplated hereby to any person except which becomes generally available to the extent (a) required to comply with the terms of this Agreement; (b) reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available public other than as a result of disclosure by Guest Supply) which becomes known by Guest Supply or such representatives solely as a breach result of the negotiation or consummation of the transactions contemplated by this Agreement or any other agreement between Agreement, and shall promptly return and cause its agents and representatives to return to Sysco all written materials containing such information in the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to court order or decree or applicable law, or by any governmental or regulatory authority, provided event that the party required to make such disclosure shall give Closing does not occur within the other party notice time limit herein provided for. Without limiting the terms and conditions of such request as promptly as practicable the Confidentiality Agreement dated September 19, 2000 between Sysco and the Company, Sysco shall, and shall use cause its good faith representatives to, maintain the confidentiality of all non-public information concerning Guest Supply (other than such information which becomes generally available to the public other than as a result of disclosure by Sysco) which becomes known by Sysco or such representatives solely as a result of its due diligence investigations or efforts conducted prior to obtain reasonable assurance that confidential treatment will be accorded to such information. Notwithstanding or after the foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law date hereof or the regulations negotiation or consummation of the Securities transactions contemplated by this Agreement, and Exchange Commission or shall promptly return, and cause its agents and representatives to return, to Guest Supply all written materials containing such information in the American Stock Exchangeevent that the Closing does not occur within the time limit herein provided for. Nothing contained herein shall limit the right of any such persons to disclose any such information to its subsidiaries, employees, agents, representatives, counsel, accountants, financial advisors, underwriters and sources of financing (and their counsel and accountants) for the purpose of facilitating the consummation of the transactions contemplated hereby.