Common use of Confidentiality of Confidential Information Clause in Contracts

Confidentiality of Confidential Information. Subject to the terms and conditions hereof, the New Director may share and discuss Confidential Information with the Investors. The Investors agree, and agree to cause their Representatives, to keep all Confidential Information strictly confidential and not disclose Confidential Information to any Person other than those of their Representatives who need to know such Confidential Information to assist an Investor for the purposes of advising, monitoring and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement; provided, however, that with respect to any such disclosure of Confidential Information, the Investors shall furnish to such Representative only that portion of the Confidential Information necessary for the purposes of advising, monitoring and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement. Before providing access to Confidential Information to any Representative, the Investor shall inform such Representative of the contents of this Agreement and the confidentiality of the Confidential Information, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. The Investors shall instruct their Representatives to observe the terms of this Agreement and shall be responsible for any breach of this Agreement by any of their Representatives. (b) Compulsory Disclosure of Confidential Information. If an Investor or any of such Investor’s Representatives is legally required in any proceeding or governmental inquiry, including any judicial or administrative proceeding, or by any governmental or regulatory authority (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), or is otherwise legally required pursuant to applicable law or regulation (in each case if and as determined based on advice of counsel), to disclose any Confidential Information, such Investor shall (to the extent permissible under applicable law or the terms of such demand or request), if reasonably practicable, give the Company prompt notice of such request or requirement so that the Company may, at the Company’s sole expense, seek an appropriate protective order, and, upon the Company’s request and at the Company’s sole expense, shall provide reasonable cooperation to the Company in seeking such an order. If such Investor is nonetheless compelled to disclose Confidential Information, such Investor (or such Representative of such Investor to whom such request is directed) will furnish only that portion of the Confidential Information that, on the advice of counsel, is legally required to be disclosed and, upon the Company’s request, use its reasonable best efforts, at the Company’s sole expense, to obtain assurances that confidential treatment will be accorded to such information, and shall (to the extent permissible under applicable law or the terms of such demand or request) provide the Company with the text of the proposed disclosure as reasonably far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the Company concerning the nature and scope of the information it proposes to disclose. Notwithstanding anything to the contrary contained herein, the Company and the Investors or any Representative thereof may disclose this Agreement in connection with the enforcement of any terms of this Agreement.

Confidentiality of Confidential Information. Subject The Agent and each Lender acknowledges that certain information concerning Borrower which is obtained by or furnished to the terms Agent and conditions hereofsuch Lenders pursuant to this Agreement may be non-public, the New Director may share and discuss proprietary or confidential in nature ("Confidential Information with the InvestorsInformation"). The Investors agreeAgent and each Lender confirm to Borrower, for itself, that it is the policy and agree practice of the Agent and each such Lender to cause their Representatives, to keep maintain in confidence all Confidential Information strictly confidential which is received by it in connection with the closing and not administration of transactions of the kind contemplated by this Agreement and which is identified to the Agent or such Lender as such, and that the Agent and each Lender will protect the confidentiality of all Confidential Information submitted to it by or with respect to Borrower, commensurate with its efforts to maintain the confidentiality of its own Confidential Information, subject to (a) its need in connection with the closing and administration of the transactions contemplated by this Agreement to disclose any Confidential Information to any Person legal counsel, auditors, appraisers, consultants or other than those Persons retained by it for the purpose of their Representatives who advising the Agent or such Lender in connection therewith; (b) its need to know such disclose any Confidential Information to assist an Investor for the purposes under color of advisinglegal authority, monitoring and evaluating such Investor’s investment in the Companyincluding, or as otherwise permitted by this Agreement; providedwithout limitation, however, that with respect to any such disclosure regulatory authority having jurisdiction over its or its operations or to or under the authority of Confidential Information, any court deemed by it to be of competent jurisdiction; (c) its right to disclose the Investors shall furnish to such Representative only that portion of the Confidential Information necessary for the purposes of advising, monitoring and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement. Before providing access to Confidential Information to any Representativeprospective Lender, the Investor shall inform such Representative of the contents of this Agreement and assignee or participant which has agreed to maintain the confidentiality thereof on a basis substantially similar to that set forth herein; and (d) the inapplicability of the Confidential Information, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. The Investors shall instruct their Representatives to observe the terms of this Agreement and shall be responsible for Section 11.9 to any breach of this Agreement by any of their Representatives. (b) Compulsory Disclosure of Confidential Information. If an Investor information furnished to the Agent or any of Lender which was (i) in the Agent's or such Investor’s Representatives is legally required in any proceeding Lender's possession prior to its delivery to the Agent or governmental inquiry, including any judicial or administrative proceedingsuch Lender by Borrower, or otherwise has been obtained by any governmental the Agent or regulatory authority such Lender on a non- confidential basis; or (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand ii) was or otherwise), or is otherwise legally required pursuant to applicable law or regulation (in each case if and as determined based on advice of counsel), to disclose any Confidential Information, such Investor shall (becomes available to the extent permissible under applicable law public or otherwise part of the terms public domain (other than as a result of the Agent's or such demand Lender's failure to abide hereby); or request)(iii) was not non-public, if reasonably practicable, give the Company prompt notice of such request proprietary or requirement so that the Company may, at the Company’s sole expense, seek an appropriate protective order, and, upon the Company’s request and at the Company’s sole expense, shall provide reasonable cooperation confidential when Borrower delivered it to the Company in seeking such an order. If such Investor is nonetheless compelled to disclose Confidential Information, such Investor (Agent or such Representative of such Investor to whom such request is directed) will furnish only that portion of the Confidential Information that, on the advice of counsel, is legally required to be disclosed and, upon the Company’s request, use its reasonable best efforts, at the Company’s sole expense, to obtain assurances that confidential treatment will be accorded to such information, and shall (to the extent permissible under applicable law or the terms of such demand or request) provide the Company with the text of the proposed disclosure as reasonably far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the Company concerning the nature and scope of the information it proposes to disclose. Notwithstanding anything to the contrary contained herein, the Company and the Investors or any Representative thereof may disclose this Agreement in connection with the enforcement of any terms of this AgreementLender.

Confidentiality of Confidential Information. Subject Recipient agrees to the terms receive and conditions hereof, the New Director may share and discuss Confidential Information with the Investors. The Investors agree, and agree to cause their Representatives, to keep all Confidential Information strictly confidential and not disclose Confidential Information to any Person other than those of their Representatives who need to know such Confidential Information to assist an Investor for the purposes of advising, monitoring and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement; provided, however, that with respect to any such disclosure of Confidential Information, the Investors shall furnish to such Representative only that portion of hold the Confidential Information necessary for the purposes (whether received from Windsor Xxxxxx or any of advising, monitoring its Representatives) in strict confidence and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement. Before providing access not to Confidential Information disclose it to any Representative, third party without the Investor shall inform such Representative express written consent of the contents Windsor Xxxxxx other than to Recipient’s Representatives (who are provided with a copy of this Agreement and the confidentiality of the Confidential Information, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing who agree to be bound by this Agreement. The Investors shall instruct their Representatives to observe the terms of this Agreement Agreement, and Recipient shall be responsible for any breach of the terms of this Agreement by its Representatives) for the limited purpose of deciding whether to go forward with the Transaction and shall not use any such Confidential Information except pursuant to and in the course of their Representativesdeciding to go forward with the Transaction. Recipient shall (band shall cause its Representatives to) Compulsory Disclosure take all security precautions to protect from disclosure and keep confidential the Confidential Information as it takes in respect of its own confidential information, including without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other persons to such Confidential Information. If an Investor This Agreement shall apply to all the Confidential Information disclosed to Recipient or any of its Representatives, without regard to whether such Investor’s Representatives disclosure is legally required in any proceeding or governmental inquiryby means of written documents, including any judicial or administrative proceedingoral communication, or by any governmental or regulatory authority (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), or is otherwise legally required pursuant to applicable law or regulation (in each case if and as determined based on advice of counsel), to disclose any Confidential Information, such Investor shall (to the extent permissible under applicable law or the terms of such demand or request), if reasonably practicable, give the Company prompt notice of such request or requirement so . Recipient acknowledges that the Company may, at Confidential Information is confidential to Windsor Xxxxxx and that Recipient has no rights or interest in the Company’s sole expense, seek an appropriate protective order, and, upon the Company’s request Confidential Information and at the Company’s sole expense, shall provide reasonable cooperation to the Company in seeking such an order. If such Investor is nonetheless compelled to disclose Confidential Information, such Investor (or such Representative of such Investor to whom such request is directed) will furnish only that portion not use any part of the Confidential Information that, on for its own benefit except as specifically set forth in this Agreement. The fact that Recipient is in the advice process of counsel, is legally required to be disclosed and, upon evaluating and possibly acquiring certain rights and obligations of Windsor Xxxxxx in the Company’s request, use its reasonable best efforts, at the Company’s sole expense, to obtain assurances that confidential treatment will be accorded to such informationProperties, and shall (to the extent permissible under applicable law or the terms of such demand or request) provide the Company with the text any of the proposed disclosure as reasonably far in advance of its disclosure as is practicable and shall in good faith consult terms, conditions or other facts with and consider respect to a possible Transaction, including the suggestions of the Company concerning the nature and scope of the information it proposes to disclose. Notwithstanding anything to the contrary contained herein, the Company and the Investors or any Representative thereof may disclose this Agreement in connection with the enforcement status of any terms negotiations, shall likewise be kept strictly confidential by the Recipient for the term of this Agreement.

Confidentiality of Confidential Information. Subject Recipient agrees to the terms receive and conditions hereof, the New Director may share and discuss Confidential Information with the Investors. The Investors agree, and agree to cause their Representatives, to keep all Confidential Information strictly confidential and not disclose Confidential Information to any Person other than those of their Representatives who need to know such Confidential Information to assist an Investor for the purposes of advising, monitoring and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement; provided, however, that with respect to any such disclosure of Confidential Information, the Investors shall furnish to such Representative only that portion of hold the Confidential Information necessary for the purposes (whether received from Puma or any of advising, monitoring its Representatives) in strict confidence and evaluating such Investor’s investment in the Company, or as otherwise permitted by this Agreement. Before providing access not to Confidential Information disclose it to any Representative, third party without the Investor shall inform such Representative express written consent of the contents Puma other than to Recipient’s Representatives (who are provided with a copy of this Agreement and the confidentiality of the Confidential Information, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing who agree to be bound by this Agreement. The Investors shall instruct their Representatives to observe the terms of this Agreement Agreement, and Recipient shall be responsible for any breach of the terms of this Agreement by its Representatives) for the limited purpose of deciding whether to go forward with the Transaction and shall not use any such Confidential Information except pursuant to and in the course of their Representativesdeciding to go forward with the Transaction. Recipient shall (band shall cause its Representatives to) Compulsory Disclosure take all security precautions to protect from disclosure and keep confidential the Confidential Information as it takes in respect of its own confidential information, including without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other persons to such Confidential Information. If an Investor This Agreement shall apply to all the Confidential Information disclosed to Recipient or any of its Representatives, without regard to whether such Investor’s Representatives disclosure is legally required in any proceeding or governmental inquiryby means of written documents, including any judicial or administrative proceedingoral communication, or by any governmental or regulatory authority (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), or is otherwise legally required pursuant to applicable law or regulation (in each case if and as determined based on advice of counsel), to disclose any Confidential Information, such Investor shall (to the extent permissible under applicable law or the terms of such demand or request), if reasonably practicable, give the Company prompt notice of such request or requirement so . Recipient acknowledges that the Company may, at Confidential Information is confidential to Puma and that Recipient has no rights or interest in the Company’s sole expense, seek an appropriate protective order, and, upon the Company’s request Confidential Information and at the Company’s sole expense, shall provide reasonable cooperation to the Company in seeking such an order. If such Investor is nonetheless compelled to disclose Confidential Information, such Investor (or such Representative of such Investor to whom such request is directed) will furnish only that portion not use any part of the Confidential Information that, on for its own benefit except as specifically set forth in this Agreement. The fact that Recipient is in the advice process of counsel, is legally required to be disclosed and, upon evaluating and possibly acquiring certain rights and obligations of Puma in the Company’s request, use its reasonable best efforts, at the Company’s sole expense, to obtain assurances that confidential treatment will be accorded to such informationProperties, and shall (to the extent permissible under applicable law or the terms of such demand or request) provide the Company with the text any of the proposed disclosure as reasonably far in advance of its disclosure as is practicable and shall in good faith consult terms, conditions or other facts with and consider respect to a possible Transaction, including the suggestions of the Company concerning the nature and scope of the information it proposes to disclose. Notwithstanding anything to the contrary contained herein, the Company and the Investors or any Representative thereof may disclose this Agreement in connection with the enforcement status of any terms negotiations, shall likewise be kept strictly confidential by the Recipient for the term of this Agreement.