Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Castlight and Jiff have previously executed a non-disclosure agreement, dated as of July 19, 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. At no time shall any party hereto disclose any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all such information to its financial, Tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE and Castlight may make such public communications as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff the opportunity to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “

Confidentiality; Public Disclosure. (a) The parties Each party hereto acknowledge that Castlight agrees that, it and Jiff have previously executed a non-disclosure agreement, dated as its representatives shall hold the terms of July 19, 2016 (the “Confidentiality Agreement”), which shall continue Mergers in full force and effect in accordance with its termsstrict confidence. At no time shall any party hereto disclose any of the terms of the Mergers (including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person party (other than the Company Securityholders after the date hereof solely in connection with delivery of the Information Statement or the information statement provided in connection with the Section 280G stockholder approval pursuant to Section 5.12) without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all such information terms to its financial, Tax tax, and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency agency, including for the avoidance of doubt communications or filings with the SEC, to the extent necessary or advisable in compliance with Applicable Law applicable Legal Requirements and the rules of NYSE The NASDAQ Stock Market, and Castlight may make (ii) the obligations not to disclose Confidential Information shall not apply to Confidential Information made available to the public without breach of this Agreement and, to the knowledge of the party seeking to rely on the exception in this clause (ii), without breach of any other Contract covering such public communications as it may determine is reasonably appropriate (Confidential Information. In addition, notwithstanding anything herein to the contrary, the Securityholders’ Agent shall be permitted to disclose Confidential Information to the Company Securityholders in connection with its responsibilities, provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff the opportunity disclosures are made only on a need-to-know basis and subject to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party confidentiality restrictions with respect thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Castlight Fxxxxxxx.xxx US, LLC, an Affiliate of Acquirer, and Jiff the Company have previously executed a mutual non-disclosure agreement, dated as of July 19October 8, 2016 2018 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. At Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence to the same extent as required if such Person was a party to the Confidentiality Agreement. Except as otherwise provided in Section 5.13, at no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoingherein, a party hereto shall be permitted to disclose any and all such information terms to its financial, Tax tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE the NYSE, and Castlight may make such public communications as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts necessary for the Company to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff obtain the opportunity to comment on such communicationVoting Member Approval and approvals from other third parties as contemplated by this Agreement. The StockholdersMembers’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the StockholdersMembers’ Agent were a party thereto. With respect to the StockholdersMembers’ Agent, as used in the Confidentiality Agreement, the term “

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Castlight 29.1 Except as set forth below, Transferor and Jiff have previously executed a non-disclosure agreement, dated as SLGOP covenant and agree not to communicate the terms or any aspect of July 19, 2016 (this Agreement and the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. At no time shall any party hereto disclose any non-public information about a party hereto transactions contemplated hereby to any other Person person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, without the prior express written consent of the other party; provided, however, that either party hereto about which may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other party, so long as any such non-Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public information relates. The parties hereto will use exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunderpreserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. Notwithstanding anything to the contrary in the foregoing, a party hereto The foregoing confidentiality obligations shall be permitted to disclose any and all such information to its financial, Tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to any Governmental Entity or administrative agency not apply to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE and Castlight may make such public communications as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff the opportunity to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions information is a matter of the Confidentiality Agreement public record or is provided in other sources readily available to the same extent real estate industry other than as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agentresult of disclosure by Transferor or SLGOP, as used in the Confidentiality Agreement, the term “applicable.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Castlight Acquirer and Jiff the Company have previously executed a non-disclosure agreement, dated as of July 19June 17, 2016 2022 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all such information terms to its financial, Tax tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE Nasdaq. The Holders’ Agent herexx xxxees to be hold information relating to the Merger, the terms of this Agreement, and Castlight may make the fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such public communications announcement does not disclose any of the other terms hereof; and (ii) disclose information as it may determine is reasonably appropriate (required by law or to advisors and representatives of the Holders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that Castlight will make good faith efforts such persons are subject to provide Jiff confidentiality obligations with written notice of any such disclosure and, if possible, allow Jiff the opportunity to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party respect thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Castlight Acquirer and Jiff the Company have previously executed a non-disclosure agreement, dated as of July 19September 10, 2016 2015 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than Acquirer following the Closing) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all such information terms to its financial, Tax tax, accounting and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE and Castlight may make such public communications as it may determine is reasonably appropriate Nasdaq, (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure andii) following Closing, if possible, allow Jiff the opportunity to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were may disclose information to the Converting Holders on a party thereto. With respect need-to-know basis, provided that such persons are subject to a similar obligation of confidentiality and (iii) following Closing and the public announcement of the Merger, the Stockholders’ Agent, Agent shall be permitted to publicly announce that it has been engaged to serve as used the Stockholders’ Agent in connection with the Confidentiality Agreement, Merger as long as such announcement does not disclose any of the term “other terms of the Merger or the other transactions contemplated herein.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Castlight Acquirer and Jiff the Company have previously executed a mutual non-disclosure agreement, dated as of July 19February 11, 2016 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. At Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Except to the extent necessary for purposes of the Stockholder Notice or as otherwise permitted under this Section 5.3, at no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about to which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all such information terms to its financial, Tax tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance to comply with Applicable Law and the rules of NYSE and Castlight may make such public communications as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff the opportunity to comment on such communicationNYSE. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto; provided that the Stockholders’ Agent shall be permitted to disclose Confidential Information to the Advisory Group in its capacity as such to the extent necessary or incidental to its services and responsibilities under Section 8.7 of this Agreement. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing.