Common use of Confidentiality; Press Releases Clause in Contracts

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Properties or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such press release will ultimately be determined by the Member issuing or providing same and the foregoing shall not constitute a consent right)), investor reports, investor conference calls or investor meetings which may include, without limitation, disclosure of economic terms and will cooperate with Label in protecting against any such disclosure and/or, other matters relating to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at transaction which either Member determines is necessary or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestappropriate.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment -80- or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Assets or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such press release will ultimately be determined by the Member issuing or providing same and the foregoing shall not constitute a consent right)), investor reports, investor conference calls or investor meetings which may include, without limitation, disclosure of economic terms and will cooperate with Label in protecting against any such disclosure and/or, other matters relating to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at transaction which either Member determines is necessary or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestappropriate.

Confidentiality; Press Releases. Neither Affiliate nor Network shall disclose (awhether orally or in writing, or by press release or otherwise) Each to any third party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of information with respect to the terms and conditions provisions of this Agreement Agreement, any information obtained in any inspection and/or audit of the other party's books and records or any information contained in any data or report required or delivered hereunder or any materials related thereto, and Network shall not disclose any information regarding Affiliate's promotion of the Service, including, but not limited to, Affiliate's promotional or marketing plans, programs or strategies or any information regarding Affiliate's, or any System's subscribers, or Alternative Technology subscribers including, but not limited to, the other number of such subscribers or Alternative Technology subscribers, except (as to all of the foregoing): (i) to each party’s business learned 's respective officers, directors and employees, in the course of dealing or performance hereunder (collectivelytheir capacity as such, “Confidential Information”)and their respective auditors and attorneys; provided, however, that nothing in the disclosing party agrees to be responsible for any breach of the provisions of this subsection 1(a) will prohibit disclosure of Section 13 by such Confidential Information: (i) by each party to its respective financial officers, managementdirectors, Affiliatesemployees, bankers auditors or others as may be reasonably necessary in the operation of its respective businessattorneys; (ii) by each party to its respective Advisors to the extent that necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure is in shall so notify the opinion other as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such Advisors required to enable such Advisors fully to represent the party concernedinformation; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any as part of its investors normal reporting or review procedure to its parent company and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentialityparent company's auditors and attorneys; provided, however, thatthat the disclosing party agrees to be responsible for any breach of the provisions of this Section 13 by such parent company, its auditors and attorneys; (iv) in order to enforce its rights or perform its obligations pursuant to this Agreement provided that prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope party shall seek confidential treatment of such disclosure information; and (v) if mutually agreed by Affiliate and Network, in advance of the Agreement including redacting key economic termssuch disclosure, in writing. Notwithstanding anything Network shall comply with all laws, rules, regulations and court and administrative decrees to the contrary hereinwhich it is subject. In addition, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving unless such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or is obtained from a third party; , including from the subscriber in a communication which does not violate Section 8(g) hereof, Network shall not use or disclose information (iiwhether personally identifiable information or not) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a any third party free regarding Affiliate's or any affiliate of Affiliate's Cable television subscribers or Alternative Technology subscribers and shall not engage in any direct mailing or telephone solicitation, for any purpose, to make such disclosure without breach Cable television subscribers or Alternative Technology subscribers. This Section 13 shall survive, indefinitely, the expiration or termination of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena this Agreement regardless of the reason for such expiration or document discovery requesttermination.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors service providers as reasonably necessary in the furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (collectivelyb) its investors provided that such investors are subject to confidentiality obligations, “Advisors”and (c) tothe extent required to comply with applicable reporting requirements under the Federal securities laws. Notwithstanding anything in this Agreement to the contrary, hold in confidence to comply with Regulations 1.6011-4(b)(3)(i), each Member (and not communicateany employee, transmitrepresentative or other agent of such Member) may disclose to any and all persons, publishwithout limitation of any kind, disseminate or otherwise disclose any the U.S. federal income tax treatment and tax structure of the terms Company or any transactions undertaken by the Company, it being understood and conditions of agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by the Company; and (b) any performance information relating to the Company, does not constitute such tax treatment or tax structure information. No Member shall publicly make any public announcements regarding this Agreement or any information regarding the other party’s business learned in the course of dealing Company or performance hereunder (collectively, “Confidential Information”)its business; provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as Initial Member may be reasonably necessary in consult with and obtain the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) approval of the Term Sheet), provided that such Persons are obligated by other Initial Members before issuing a written agreement, policy press release or other duty of confidentiality; provided, however, that, prior public announcement with respect to any this Agreement and may issue a press release or make a public announcement following such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure consultation and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestapproval.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneyslawyers, accountants and other professional advisors service providers as reasonably necessary in the furtherance of such Member’s bona fide interests and to potential transferees of its Units provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (collectivelyb) its investors provided that such investors are subject to confidentiality obligations, “Advisors”and (c) tothe extent required by law or judicial or regulatory order, hold or to comply with applicable reporting requirements under the Federal securities laws or the rules of any exchange or self-regulatory organization to which such Member or its Affiliates is subject. Notwithstanding anything in confidence this Agreement to the contrary, to comply with Treas. Reg. Section 1.6011-4(b)(3)(i), each Member (and not communicateany employee, transmitrepresentative or other agent of such Member) may disclose to any and all Persons, publishwithout limitation of any kind, disseminate or otherwise disclose any the U.S. federal income tax treatment and tax structure of the terms Company or any transactions undertaken by the Company, it being understood and conditions agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by the Company; and (b) any performance information relating to the Company, does not constitute such tax treatment or tax structure information. Except as may be required by applicable law or judicial or regulatory order, to comply with applicable reporting requirements under the Federal securities laws or the rules of any exchange or self-regulatory organization to which such Member is subject, no Member shall publicly make any public announcements or issue any press release regarding this Agreement or any information regarding the other party’s business learned in the course of dealing Company or performance hereunder (collectively, “Confidential Information”)its business; provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as Investor Member may be reasonably necessary in consult with and obtain the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) approval of the Term Sheet), provided that such Persons are obligated by other Investor Members before issuing a written agreement, policy press release or other duty of confidentiality; provided, however, that, prior public announcement with respect to any this Agreement and may issue a press release or make a public announcement following such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure consultation and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestapproval.

Confidentiality; Press Releases. (a) Each Subject to the further provisions of this Section 14.13, each party (each a “Disclosing Party”) hereto agrees that it will(i) the provisions of this Agreement, and it will instruct in writing (ii) all non-public information received from the other party or its respective attorneysAffiliates and relating to the other party or its Affiliates or the Property, accountants shall be, and be kept, confidential, and shall not be disclosed to any other professional advisors Person, except for disclosure (collectively, “Advisors”I) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding with the other party’s business learned in consent, (II) by any party to such party’s Affiliates; provided that such Affiliates are bound to a similar duty of confidentiality (it being agreed that such party shall be responsible and liable to the course other party for any breach of dealing this Section 14.13 by its Affiliates), (III) by any party to any directors, officers, employees, consultants, advisors, actual or performance hereunder (collectivelypotential investors or lenders, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to or its respective financial officers, management, Affiliates, bankers who agree to hold confidential such information substantially in accordance with the terms of this Section 14.13 or others who are otherwise bound by a duty of confidentiality to such party or its Affiliates (it being agreed that such party shall be responsible and liable to the other party for any breach of this Section 14.13 by its Affiliates), (IV) as may be reasonably necessary in the operation of its respective business; (ii) required by each party legal requirements, including for internal audit, financial and tax purposes, and including disclosures to its respective Advisors any governmental authority having jurisdiction to require disclosure or to any arbitral body to the extent that required by same, or by any securities laws or stock exchange regulations applicable to such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; or its Affiliates (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, (A) prior to any disclosing such disclosure under (iii) or (iv)confidential information, Company will give Label such disclosing party shall use its reasonable advance best efforts to notify the other party thereof, which notice of any shall include the basis upon which such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to disclosing party believes the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant disclosed, and (B) such disclosing party shall, if requested by the other party and to any statutethe extent practicable, regulationreasonably cooperate with the other party to protect the continued confidentiality thereof), order, subpoena or document discovery request(V) in the case of a proceeding to resolve a dispute between the parties. Nothing herein shall (i) prohibit Purchaser from disclosing information concerning the Property from and after the Closing (except for information pertaining to Seller and/or Seller’s period of ground tenancy) or (ii) prohibit either party from disclosing such information described in Section 14.13(a)(IV).

Confidentiality; Press Releases. Without the consent of the Board or the other Member(s), no Member shall divulge to any Person any information relating to the assets, liabilities, operations, business affairs or any other such information about the Company or any of its Subsidiaries (a) Each party (each a “Disclosing Party”) agrees that it willincluding, and it will instruct in writing its respective attorneyswithout limitation, accountants confidential shipper information, pricing, cost data and other professional advisors commercially sensitive information relating to the Business), that is not already publicly available or that has not been publicly disclosed pursuant to authorization by the Board (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, howeverexcept (a) as required by Law, that nothing in this subsection 1(a(b) will prohibit disclosure as required pursuant to an order of a court of competent jurisdiction, (c) as necessary to perform its obligations pursuant to the Operating Services Agreement or the Construction Agreement, (d) to the extent necessary to enforce the rights of such Confidential Information: Member under this Agreement or the Transaction Agreements, (e) to a Specified Affiliate and any other legal, accounting, investment or banking representatives (“Representatives”), and (f) to any self-regulating authority, such as a stock exchange, provided that, any Member disclosing any such information to a Specified Affiliate or Representative shall (i) by each party to its respective financial officers, management, Affiliates, bankers inform such Specified Affiliate or others as may be reasonably necessary in Representative of the operation obligations of its respective business; this Section 10.10 and (ii) be responsible for any breach of this Section 10.10 by each party any such Specified Affiliate or Representative. The right to its respective Advisors to maintain the extent that such disclosure is in confidentiality of the opinion affairs of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) Company in connection with the Company’s business may be enforced by the Company by way of an injunction issued out of any legal court of competent jurisdiction, and such right shall not restrict or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) take the place of the Term Sheet), provided that such Persons are obligated by Company’s rights to money damages for a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure violation of the Agreement including redacting key economic termsprovisions of this Section 10.10. Notwithstanding anything to the contrary hereinin this Section 10.10, a Member may disclose Confidential Information shall not include in the following circumstances to potential Transferees of Membership Interests; provided, however (except with respect to potential Transfers to Specified Affiliates), that prior written notice of such disclosure must be provided to the other Members (including the identity of the potential Transferee and the information that: to be disclosed) and such potential Transferee must execute a confidentiality agreement in customary form prior to such disclosure which (i) at or prior requires the recipient to keep the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”)confidential, except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after prohibits the time of disclosure by recipient from using the Disclosing Party becomes generally available to information for any purpose other than evaluating the public through no wrongful or negligent act or omission on the Receiving Party’s part; potential Transfer and (iii) provides the Receiving Party receives from a Company with third party free beneficiary rights. The confidentiality obligations of the Members shall survive any termination of the membership of any Member in the Company. Without reasonable prior notice to make the other parties hereto, no Member will issue, or permit any agent or Affiliate of it to issue, any press releases or otherwise make, or cause any agent or Affiliate of it to make, any public statements with respect to this Agreement, the Operating Services Agreement, any Construction Agreement, any Confidential Information or the activities contemplated hereby or thereby, except where such release or statement is deemed in good faith by such releasing Member to be required by Law or under the rules and regulations of a recognized stock exchange on which shares of such Member or any of its Affiliates are listed, and in any case, prior to making any such press release or public statement, such releasing Member shall provide a copy of the proposed press release or public statement to the other Member hereto reasonably in advance of the proposed release date as necessary to enable such other Member to provide comments on it; provided such other Member must respond with any comments within one (1) Business Day after its receipt of such proposed press release Notwithstanding anything to the contrary in this Agreement, any Member or Affiliate of a Member may disclose information regarding the Business that is not Confidential Information in investor presentations, industry conference presentations or similar disclosures. If a Member wishes to disclose any Confidential Information in investor presentations, industry conference presentations or similar disclosures, such Member must first (i) provide the other Member with a copy of that portion of the presentation or other disclosure document containing such Confidential Information and (ii) obtain the prior written consent of the other Member to such disclosure without breach of any legal obligation; and/or (iv) is required to which consent may not be disclosed pursuant to any statuteunreasonably withheld, regulation, order, subpoena conditioned or document discovery requestdelayed).

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Assets or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such press release will ultimately be determined by the Member issuing or providing same and the foregoing shall not constitute a consent right)), investor reports, investor conference calls or investor meetings which may include, without limitation, disclosure of economic terms and will cooperate with Label in protecting against any such disclosure and/or, other matters relating to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at transaction which either Member determines is necessary or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestappropriate.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneyslawyers, accountants and other professional advisors service providers as reasonably necessary in the furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (collectivelyb) its investors provided that such investors are subject to confidentiality obligations, “Advisors”and (c) tothe extent required to comply with applicable reporting requirements under the Federal securities laws. Notwithstanding anything in this Agreement to the contrary, hold in confidence to comply with Treas. Reg. Section 1.6011-4(b)(3)(i), each Member (and not communicateany employee, transmitrepresentative or other agent of such Member) may disclose to any and all persons, publishwithout limitation of any kind, disseminate or otherwise disclose any the U.S. federal income tax treatment and tax structure of the terms Company or any transactions undertaken by the Company, it being understood and conditions of agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by the Company; and (b) any performance information relating to the Company, does not constitute such tax treatment or tax structure information. No Member shall publicly make any public announcements regarding this Agreement or any information regarding the other party’s business learned in the course of dealing Company or performance hereunder (collectively, “Confidential Information”)its business; provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as Initial Member may be reasonably necessary in consult with and obtain the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) approval of the Term Sheet), provided that such Persons are obligated by other Initial Members before issuing a written agreement, policy press release or other duty of confidentiality; provided, however, that, prior public announcement with respect to any this Agreement and may issue a press release or make a public announcement following such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure consultation and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestapproval.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneyslawyers, accountants and other professional advisors service providers as reasonably necessary in the furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof and (collectivelyb) its investors provided that such investors are subject to confidentiality obligations. Notwithstanding anything in this Agreement to the contrary, “Advisors”to comply with Treas. Reg. Section 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) tomay disclose to any and all persons, hold in confidence without limitation of any kind, the U.S. federal income tax treatment and not communicate, transmit, publish, disseminate or otherwise disclose any tax structure of the terms Company or any transactions undertaken by the Company, it being understood and conditions of agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by the Company; and (b) any performance information relating to the Company, does not constitute such tax treatment or tax structure information. No Member shall publicly make any public announcements regarding this Agreement or any information regarding the other party’s business learned in the course of dealing Company or performance hereunder (collectively, “Confidential Information”)its business; provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as Initial Member may be reasonably necessary in consult with and obtain the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) approval of the Term Sheet), provided that such Persons are obligated by other Initial Member before issuing a written agreement, policy press release or other duty of confidentiality; provided, however, that, prior public announcement with respect to any this Agreement and may issue a press release or make a public announcement following such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure consultation and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestapproval.

Confidentiality; Press Releases. Neither Affiliate nor Network shall disclose (awhether orally or in writing, or by press release or otherwise) Each to any third party (other than each a “Disclosing Party”) agrees that it willparty's respective officers, directors and employees, in their capacity as such, and it will instruct in writing its their respective auditors and attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by such officers, directors, employees, auditors or attorneys), any information with respect to the terms and provisions of this Agreement, any information obtained in this subsection 1(a) will prohibit disclosure any inspection and/or audit of the other party's books and records, any information contained in any data or report required or delivered hereunder or any materials related thereto; and Network shall not use or disclose to any third party any information regarding Affiliate's promotion of a Service, including, but not limited to, Affiliate's promotional or marketing plans, programs or strategies, as well as the results therefrom, and any information regarding Affiliate's, any affiliate of Affiliate's or any System's subscribers, or Alternative Technology subscribers including, but not limited to, the number of such Confidential Information: subscribers, including Alternative Technology subscribers except (as to all of the preceding): (i) by each to the extent necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation making such disclosure) and shall seek confidential treatment of its respective businesssuch information; (ii) by each party as part of its normal reporting or review procedure to its respective Advisors parent company, its auditors or its attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the extent that provisions of this Section 12 by such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concernedparent company, its auditors or attorneys; (iii) in connection with any legal order to enforce its rights or governmental proceedingperform its obligations pursuant to this Agreement provided that prior to such disclosure such party shall seek confidential treatment of such information; or and (iv) if mutually agreed by Affiliate and Network, in advance of such disclosure, in writing. Network shall not use or disclose information (whether personally identifiable information or not) to any judicial, governmental third party regarding Affiliate's or regulatory agencies; any affiliate of Affiliate's cable television subscribers or (v) by Company to any of its investors and bona fide potential investors Alternative Technology subscribers (unless such investor information is obtained from the subscribers themselves in a communication that does not violate the provisions of Section 7(f) hereof) and shall not engage in any direct mailing or potential investor is an Other Partytelephone solicitation, subject for any purpose, to paragraph 13(l) cable television subscribers or Alternative Technology subscribers of Affiliate or any affiliate of Affiliate. This Section 12 shall survive, indefinitely, the expiration or termination of this Agreement regardless of the Term Sheet), provided that reason for such Persons are obligated by a written agreement, policy expiration or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requesttermination.