Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. (a) From and after the Closing and for so long as the confidentiality obligations contained in Section 4.6 of the Shareholders Agreement remain in effect, Cementos and the Argos Parties shall not disclose or use, and shall cause their respective Subsidiaries and shall instruct its and their respective Representatives not to directly or indirectly disclose or use, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or by any rule or regulation of any stock exchange (in which case such Argos Parties shall use reasonable best efforts to (x) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment), all documents and information concerning the ANAC Companies which such party obtained by virtue of its ownership of the ANAC Companies prior to the Closing (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generally) (collectively, the “Confidential Information”), except to the extent that such Confidential Information that can be shown to have been (i) in the public domain through no fault of, or breach of this Agreement on the part of, any of the Argos Parties or any of their Affiliates or any of their respective Representatives and (ii) later lawfully acquired by such Argos Party on a non-confidential basis from sources other than the ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) to be under an obligation of confidentiality with respect thereto. Notwithstanding the foregoing, any such Person may disclose such Confidential Information (x) to his, her or its tax and financial advisors for purposes of complying with such Person’s tax obligations or other reporting obligations under Applicable Law arising out of the Transaction Documents or the Transactions and (y) to his, her or its legal counsel and accountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, provided, that the provisions of this Section 7.03 will not prohibit any disclosure reasonably necessary or appropriate to enforce any right or remedy relating to this Agreement or the Transactions.

Confidentiality; Public Announcements. (a) From Purchaser shall hold in confidence, and after the Closing and for so long as the confidentiality obligations contained in Section 4.6 of the Shareholders Agreement remain in effect, Cementos and the Argos Parties shall not disclose or use, and shall cause their respective Subsidiaries and shall instruct its and their respective Representatives not to directly or indirectly disclose or useany Person, unless compelled and to disclose the extent disclosure is required by judicial or administrative process or by other requirement of Law or the applicable requirements of Applicable Law any regulatory agency or by any rule or regulation of any relevant stock exchange (in which case such Argos Parties shall use reasonable best efforts to (x) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment)exchange, all documents non-public records, books, contracts, instruments, computer data and other data and information concerning the ANAC Companies which such party obtained by virtue of its ownership of the ANAC Companies prior to the Closing (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generally) reasonably understood by Purchaser to be confidential (collectively, the “Confidential Information”), ) concerning the Company and its Subsidiaries furnished to it by Company or its representatives pursuant to this Agreement (except (a) to the extent that such Confidential Information that can be shown to have been was (i) previously known by Purchaser or any Affiliates on a non-confidential basis, (ii) in the public domain through no fault of, or breach of this Agreement on the part of, Purchaser of any of the Argos Parties confidentiality obligations to the Company, (iii) later acquired by Purchaser or any of their Affiliates or any of their respective Representatives and (ii) later lawfully acquired by such Argos Party on a non-confidential basis Affiliate from other sources other than the ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) by Purchaser or such Affiliate to be under an obligation subject to a duty of confidentiality with respect thereto. Notwithstanding to such Confidential Information, and (b) Confidential Information may be disclosed by Purchaser to any Affiliates or Purchaser’s or any Affiliate’s respective representatives in connection with the foregoing, management of the investment of Purchaser and any Affiliates in the Company; provided that Purchaser informs any such Person that such information is confidential. If disclosure is required by judicial or administrative process or by any other requirement of law, Purchaser shall provide the Company with prompt written notice to the extent permissible by law, together with a copy of any material proposed to be disclosed, so that the Company may disclose such Confidential Information (xa) to hisseek, her or its tax and financial advisors for purposes of complying with such Personat the Company’s tax obligations expense, an appropriate protective order or other reporting obligations under Applicable Law arising out of appropriate relief (and Purchaser and the Transaction Documents Affiliate shall reasonably cooperate with the Company, at the Company’s expense, to obtain such order or relief), or (b) if the Transactions and (y) to hisCompany so elects, her or its legal counsel and accountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, provided, that waive compliance with the provisions of this Section 7.03 will not prohibit any disclosure reasonably necessary or appropriate to enforce any right or remedy relating to this Agreement or the Transactions8.2(a).

Confidentiality; Public Announcements. Each party hereto agrees (ai) From and after the Closing and for so long as the confidentiality obligations contained in Section 4.6 not to disclose any aspect of the Shareholders Agreement remain in effectdiscussions, Cementos negotiations, terms, status or conditions relating to the transactions contemplated herein to any third party other than their respective officers, directors, authorized employees and the Argos Parties shall not disclose or useauthorized representatives, and shall as necessary in order to obtain any consent required hereunder, and then only on a need to know basis, (ii) to cause their respective Subsidiaries and shall instruct its require all such persons to whom such information is disclosed to abide by the provisions of this Section 5.5, and their respective Representatives (iii) not to directly issue any press release or indirectly disclose other general public announcement (including in any trade journal or use, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or by any rule or regulation of any stock exchange (in which case such Argos Parties shall use reasonable best efforts to (xpublication) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment), all documents and information concerning the ANAC Companies which such party obtained by virtue of its ownership of the ANAC Companies transactions, in any case, without the prior to the Closing (including trade secrets, confidential information written consent of Sellers and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generally) (collectively, the “Confidential Information”)Purchasers, except to the extent that disclosure may be required by Law, in which case the party required to made such Confidential Information disclosure will give the other party prior written notice and an opportunity to review and comment upon such press release prior to its issuance. Parent, Sellers and the Owners acknowledge that can be shown to have been (i) in LHC will issue a press release after the public domain through no fault of, or breach execution of this Agreement on that discloses the part ofexistence of this Agreement, and may issue another press release promptly after the Closing that discloses the consummation of the Acquisition. Sellers hereby consent to the issuance of such press releases provided that the Seller/Owner Representative is afforded an opportunity to review and comment upon such press releases. In the event that the Acquisition is not consummated, any information concerning Sellers and the Business that any Purchaser and its representatives may acquire during the course of the Argos Parties or any of their Affiliates or any of their respective Representatives negotiations, conducting due diligence and (ii) later lawfully acquired by such Argos Party on a non-confidential basis from sources other than the ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) to be under an obligation of confidentiality transition planning with respect theretoto the Acquisition shall be treated as confidential, and in the event the Acquisition is not consummated, all such information shall, upon request, be returned to Sellers or destroyed, with such destruction certified in writing by Purchasers. Notwithstanding the foregoingaforementioned or anything in any other agreement between the parties to the contrary, any such Person both Purchasers and Sellers (and each employee, representative, or other agent of each) may disclose such Confidential Information to any and all Persons the tax treatment and tax structure of the Acquisition and all materials of any kind (x) to his, her or its tax and financial advisors for purposes of complying with such Person’s tax obligations including opinions or other reporting obligations under Applicable Law arising out tax analyses) that are provided to each party relating to such tax treatment or tax structure, as of the Transaction Documents or earlier of: (a) the Transactions and (y) to his, her or its legal counsel and accountants for the purpose date of evaluating the legal and financial ramifications public announcement of the Transaction Documents Acquisition or (b) the Transactions, provided, date of the execution of this Agreement; provided that the confidentiality provisions of set forth in this Section 7.03 will not prohibit any disclosure reasonably necessary or appropriate to enforce any right or remedy other agreements relating to the Acquisition shall continue to apply to any and all information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby including, without limitation, the identity of the parties and the pricing terms set forth in this Agreement or the TransactionsAgreement.

Confidentiality; Public Announcements. (a) From In addition to, and without limitation of, the terms, provisions and covenants of the Confidentiality Agreement, Buyer acknowledges that, in the course of its investigations, Buyer, its Affiliates and its representatives have and will become aware of confidential information and documents of Seller, the Companies and their Affiliates, and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to Seller, the Companies and their Affiliates. Prior to the Closing, Buyer shall maintain and cause its Subsidiaries to maintain, in confidence and not disclose or use other than in connection with this Agreement and the transactions contemplated hereby, any confidential, proprietary and competitively sensitive information and documents (“Sensitive Business Information”) to the extent relating to Seller, the Companies and their Affiliates reviewed by Buyer or its representatives in connection with this Agreement or the transactions contemplated hereby, and for a two (2) year period following either Closing or termination of this Agreement, Buyers shall maintain, and cause its Subsidiaries to maintain, in confidence and not disclose or use any Sensitive Business Information known to Buyer to the extent relating to the Seller, its Affiliates (other than the Companies) and/or other businesses operated by Seller or any of its Affiliates (and not to the business of Buyer, the Companies or any of their Affiliates); provided that the foregoing restriction shall not apply to information (i) that becomes available on a non-confidential basis to Buyer or any of its Subsidiaries from and after the Closing and for so long as the from a third party source that is not known by Buyer or its applicable Subsidiaries to be under any obligations of confidentiality obligations contained in Section 4.6 of the Shareholders Agreement remain in effect, Cementos and the Argos Parties shall not disclose or use, and shall cause their respective Subsidiaries and shall instruct its and their respective Representatives not with respect to directly or indirectly disclose or use, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or by any rule or regulation of any stock exchange (in which case such Argos Parties shall use reasonable best efforts to (x) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment), all documents and information concerning the ANAC Companies which such party obtained by virtue of its ownership of the ANAC Companies prior to the Closing (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible (ii) that is in the public domain or intangible, which is not publicly available generally) (collectively, the “Confidential Information”), except to the extent that such Confidential Information that can be shown to have been (i) in enters into the public domain through no fault of, or breach of this Agreement on the part of, any of the Argos Parties Buyer or any of their Affiliates its Subsidiaries, (iii) to the extent used by Buyer or any of its Subsidiaries in order to comply with or enforce the terms of this Agreement, or any other Contract between Buyer or any of its Subsidiaries, on the one hand, and Seller or any of its Subsidiaries, on the other hand, (iv) that is, following the Closing, independently derived by Buyer or any of its Subsidiaries without use of such Sensitive Business Information or (v) subject to the two immediately following sentences, that Buyer or any of its Subsidiaries is required pursuant to any Law or Order to disclose. With respect to information and documents related to the Companies and their respective Representatives Affiliates, at Seller’s request in the event that the Closing shall not occur, and, with respect to information and documents related to Seller, its Affiliates (ii) later lawfully acquired by such Argos Party on a non-confidential basis from sources other than the ANAC Companies, Summit ) and/or other businesses operated by Seller or any of their respective Affiliates its Affiliates, as soon as practicable following Closing or, in the event that the Closing shall not occur, Buyer shall, and shall cause its Subsidiaries and representatives to, promptly destroy such information and documents (including any copies thereof or extracts therefrom), and Buyer shall certify in writing to Seller that such destruction has taken place. In the event that Buyer or any of its Subsidiaries or their Representatives (or sources otherwise relating representatives becomes legally compelled to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) to be under an obligation of confidentiality with respect thereto. Notwithstanding the foregoing, disclose any such Person may disclose information or documents pursuant to such Confidential Information (x) Law or Order, Buyer shall provide Seller with prompt written notice before such disclosure, sufficient to hisenable Seller either to seek a protective order, her or at its tax and financial advisors for purposes of complying with such Person’s tax obligations expense, or other reporting obligations under Applicable Law arising out of the Transaction Documents appropriate remedy preventing or the Transactions prohibiting such disclosure (and (yBuyer shall cooperate with Seller in seeking any such protective order or other appropriate remedy) or to his, her or its legal counsel and accountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, provided, that waive compliance with the provisions of this Section 7.03 6.8(a) or both. In the event that such protective order or other appropriate remedy is not obtained, Buyer and its Subsidiaries and their representatives shall furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will not prohibit any disclosure reasonably necessary be accorded to such disclosed documents or appropriate to enforce any right or remedy relating to this Agreement or the Transactionsinformation.

Confidentiality; Public Announcements. (a) From Following the Closing, each of Seller and the Member shall, and Seller shall cause its Affiliates and its Affiliates’ officers, directors, employees and agents (collectively, “Seller Affiliates”) to, (i) maintain the confidentiality of, (ii) not use, and (iii) not divulge to any Person, any confidential trade secrets (as such term is defined in N.D.C.C. 47-25.1-01) of or related to the Business and/or non-public or proprietary information of the Business including, without limitation, all written and oral disclosures, materials, notes, logs, studies, customer lists, data, opinions, and interpretations related to the Business, the Properties and/or the transactions contemplated herein, except with the prior written consent of Buyer, or as may be required by Law; provided, that the Member and Seller Affiliates shall not be subject to such obligation of confidentiality for information that (x) otherwise becomes lawfully available to the Member or the Seller Affiliates after the Closing and for so long as the Date on a nonconfidential basis from a third party who is not under an obligation of confidentiality obligations contained in Section 4.6 of the Shareholders Agreement remain in effect, Cementos and the Argos Parties shall not disclose to Buyer or use, and shall cause their respective Subsidiaries and shall instruct its and their respective Representatives not to directly or indirectly disclose or use, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or by any rule or regulation of any stock exchange (in which case such Argos Parties shall use reasonable best efforts to (x) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expenseis or becomes generally available to the public without breach of this Agreement by the Member or the Seller Affiliates. If the Member or any Seller Affiliate shall be required by Law to divulge any such information, the Member or Seller Affiliate shall provide Buyer with prompt written notice of each request so that Buyer may seek an appropriate protective order or other appropriate remedy, and the Member or Seller Affiliate shall cooperate in connection with Summit’s efforts Buyer to obtain a protective order or confidential treatment)other remedy; provided, all documents and that, in the event that a protective order or other remedy is not obtained, the Member or Seller Affiliate shall furnish only that portion of such information concerning which, in the ANAC Companies which such party obtained by virtue opinion of its ownership of the ANAC Companies prior to the Closing (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generally) (collectivelycounsel, the “Confidential Information”), except Member or Seller Affiliate is legally compelled to the extent disclose and shall exercise its best efforts to obtain reliable assurance that such Confidential Information that can confidential treatment will be shown to have been (i) in the public domain through no fault of, or breach of this Agreement on the part of, any of the Argos Parties or any of their Affiliates or any of their respective Representatives and (ii) later lawfully acquired by such Argos Party on a non-confidential basis from sources other than the ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) to be under an obligation of confidentiality with respect thereto. Notwithstanding the foregoing, accorded any such Person may disclose such Confidential Information (x) to his, her or its tax and financial advisors for purposes of complying with such Person’s tax obligations or other reporting obligations under Applicable Law arising out of the Transaction Documents or the Transactions and (y) to his, her or its legal counsel and accountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, provided, that the provisions of this Section 7.03 will not prohibit any disclosure reasonably necessary or appropriate to enforce any right or remedy relating to this Agreement or the Transactionsinformation so disclosed.

Confidentiality; Public Announcements. (a) From The parties acknowledge and agree that the Confidentiality Agreement shall terminate, effective as of the Closing Date. Seller agrees that, for a period of five (5) years from and after the Closing and for so long as the confidentiality obligations contained in Section 4.6 of the Shareholders Agreement remain in effectDate, Cementos and the Argos Parties shall not disclose or useSeller shall, and shall cause their respective Subsidiaries its Affiliates to, treat and shall instruct its and their respective Representatives not to directly or indirectly disclose or use, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or by any rule or regulation of any stock exchange hold as confidential (in which case such Argos Parties shall use reasonable best efforts to (xi) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment), all documents and information concerning the ANAC Companies which such party obtained by virtue of its ownership businesses and affairs of the ANAC Companies prior to Company as of the Closing Date and (ii) the terms of this Agreement and the other Transaction Agreements (including trade secrets, confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or intangible, which is not publicly available generallyfinancial terms) (collectively, the “Confidential Information”). In the event that Seller or any of its Affiliates is requested or required by law, except rule, regulation, stock exchange rule, or legal process to disclose any Confidential Information, it shall, to the extent permitted by Applicable Law and reasonably practicable, notify Buyer promptly of the request or requirement so that such Confidential Information that can be shown to have been (i) in Buyer, at its expense, may seek an appropriate protective order or waive compliance with the public domain through no fault of, or breach provisions of this Agreement on the part ofSection 6.03. If such protective order or other remedy is not obtained, any of the Argos Parties nor is a waiver hereunder provided, and Seller or any of their its Affiliates or is required to disclose any of their respective Representatives and (ii) later lawfully acquired by such Argos Party on a non-confidential basis from sources other than Confidential Information under Applicable Law, it may disclose the ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any portions of the Argos Parties’ prior ownership Confidential Information required to be disclosed (and only such portions); provided that it shall use its commercially reasonable efforts to obtain, at the request and expense of Buyer, an order or other assurance that confidential treatment shall be accorded to such portion of the ANAC Companies) and who are not known (after reasonable inquiry) Confidential Information required to be under an obligation of confidentiality with respect theretodisclosed. Notwithstanding the foregoing, any such Person may disclose such Confidential Information (x) to his, her or its tax and financial advisors for purposes of complying with such Person’s tax obligations this Agreement, Confidential Information shall not include (A) information that enters the public domain (or becomes generally known within the industry), other reporting obligations under Applicable Law arising out than as a result of the Transaction Documents a disclosure by Seller or the Transactions and (y) to his, her or any of its legal counsel and accountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, provided, that the provisions Affiliates in violation of this Section 7.03 will not prohibit 6.03, (B) information acquired by Seller or any disclosure reasonably necessary of its Affiliates from sources other than those related to its prior ownership of the Purchased Units or appropriate (C) information used by Seller’s Subsidiaries (other than the Company) prior to enforce any right or remedy relating to this Agreement or the TransactionsClosing Date.