HOLDING and NEWCO Sample Clauses

HOLDING and NEWCO. HOLDING and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's business. HOLDING and NEWCO agree that, prior to the Pre-Closing, or if the Transactions contemplated by this Agreement are not consummated, they will not use or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of the COMPANY, (b) to counsel and other advisers, provided that such advisors (other than counsel) agree to the confidentiality provisions of this Section 14.2, (c) to underwriters and their counsel in connection with the registration statement and (d) to the Other Founding Companies and their representatives who have agreed to maintain confidentiality pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of HOLDING or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), HOLDING and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by HOLDING or NEWCO of the provisions of this Section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining HOLDING and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. Upon any termination of this Agreement, HOLDING and NEWCO shall return all confidential information of the Company then in their possession.
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