Common use of Non-Disclosure Covenant Clause in Contracts

Non-Disclosure Covenant. The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo and APP, severally, agree that they will not 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 APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (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) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company recognizes and NewCo recognize and acknowledge acknowledges that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP and the Surviving Corporation that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo Company and APP, severally, agree that they will not 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 APP, NewCo Surviving Corporation and the Company and (b) to counsel and other advisers to APP, NewCo Surviving Corporation and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo Company or APP, as the case may be, (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) the Company, NewCo Company or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo Company or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo the Surviving Corporation and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP and the Surviving Corporation that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo and APP, severally, agree that they will not 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 APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (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) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company Seller and NewCo South Texas recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo South Texas that is valuable, special and a unique asset of each such business. The CompanySeller, NewCo South Texas and APP, severally, agree that they will not 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 APP, NewCo Seller and the Company South Texas and (b) to counsel and other advisers to APP, NewCo Sellers and the Company South Texas provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.114.1, unless (i) such information becomes available to or known by the public generally through no fault of the CompanySouth Texas, NewCo Seller or APP, as the case may be, (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) the CompanySouth Texas, NewCo Seller or APP, as the case may be, shall, if possible, give prior written notice thereof to the CompanySouth Texas, NewCo Seller or APP and provide the Company South Texas, Seller or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger Exchange or otherwise. In the event of a breach or threatened breach by the CompanySeller or South Texas, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo Seller and the Company South Texas shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company and NewCo recognize the Employee understand and acknowledge that each has in order to enable the pastEmployee to properly perform his duties under this Agreement, currently hasthe Company must and will necessarily entrust the Employee with trade secrets and confidential information including, without limitation, trade secrets and confidential information relating to product technology engineering and production methods, processes and techniques, know-how, pricing policies, market studies and strategies, customer lists, special needs and characteristics of the Company's customers, and in other aspects of the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entityCompany's business. APP acknowledges The Company and the Employee understand and acknowledge that it had in the pastdevelopment and/or acquisition of trade secrets and confidential information are the results of great effort and expense on the part of the Company, currently has, that trade secrets and in confidential information are critical to the future may possibly have, access to certain Confidential Information success and survival of the Company and NewCo that the disclosure or use of trade secrets and confidential information would cause the Company irreparable harm and that the Employee, in entering this Agreement, is valuablefully aware of the Company's need to protect trade secrets and confidential information. Employee agrees that, special both during the Term and a unique asset of each such business. The Companythereafter, NewCo and APP, severally, agree that they he will not use for his own benefit nor disclose such Confidential Information to third persons any person, firm, corporation, association or other entity for any purpose or reason whatsoevertrade secrets and/or confidential information, except to the extent that such trade secrets and/or confidential information (a) were known to authorized representatives of APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that Employee prior to disclosing any information pursuant to this clause (ii) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach his employment by the Company, on (b) are authorized in writing by the one handCompany to be used or disclosed, (c) were in or became part of the public domain (other than through the Employee in breach of this provision), or (d) were required to be disclosed by a court or governmental agency. The Employee acknowledges and agrees that the Company's remedies at law will be inadequate in case of any breach by the Employee of his obligations under this Section V, that any breach will cause irreparable injury to the Company within a short period of time, and APP, on the other hand, of the provisions of this Section, APP, NewCo and that the Company shall therefore be entitled to an injunction restraining the preliminary injunctive relief and other party, as the case may be, from disclosinginjunctive relief against any such breach, in whole or in part, addition to such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including legal and equitable remedies which the recovery of damagesCompany may have.

Non-Disclosure Covenant. The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP and the Surviving Corporation that is valuable, special and a unique asset of such entity's business. APP acknowledges and APP Sub acknowledge that it they had in the past, currently hashave, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo NewCo, APP, and APPAPP Sub, severally, agree that they will not 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 APP, APP Sub, Surviving Corporation, NewCo and the Company and (b) to counsel and other advisers to APP, APP Sub, Surviving Corporation, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo NewCo, APP or APPAPP Sub, as the case may be, (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) the Company, NewCo NewCo, APP or APPAPP Sub, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo NewCo, APP or APP Sub and provide the Company Company, APP or APP Sub with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APPAPP or APP Sub, on the other hand, of the provisions of this Section, APP, APP Sub, the Surviving Corporation, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company Seller and NewCo Madison recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo Madison that is valuable, special and a unique asset of each such business. The CompanySeller, NewCo Madison and APP, severally, agree that they will not 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 APP, NewCo Seller and the Company Madison and (b) to counsel and other advisers to APP, NewCo Sellers and the Company Madison provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.114.1, unless (i) such information becomes available to or known by the public generally through no fault of the CompanyMadison, NewCo Seller or APP, as the case may be, (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) the CompanyMadison, NewCo Seller or APP, as the case may be, shall, if possible, give prior written notice thereof to the CompanyMadison, NewCo Seller or APP and provide the Company Madison, Seller or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger Exchange or otherwise. In the event of a breach or threatened breach by the CompanySeller or Madison, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo Seller and the Company Madison shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company Seller recognizes and NewCo recognize and acknowledge acknowledges that each it has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset assets of such entityAPP's businessbusinesses. APP acknowledges and Buyer acknowledge that it they had in the past, currently hashave, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo Seller that is valuable, special and a unique asset assets of each such Seller's business. The Company, NewCo Seller and APP, severally, APP agree that they will not 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 APP, NewCo and the Company APP and (b) to counsel and other advisers to APP, NewCo and the Company APP provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo Seller or APP, as the case may be, (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) the Company, NewCo Seller or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or Seller and APP and provide the Company or Seller and APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger Acquisition or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, Seller or APP of the provisions of this Section, APP, NewCo APP and the Company Seller shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties APP and Seller from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP and the Surviving Corporation that is valuable, special and a unique asset of such entity's business. APP acknowledges and APP Sub acknowledge that it they had in the past, currently hashave, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo NewCo, APP, and APPAPP Sub, severally, agree that they will not 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 APP, APP Sub, Surviving Corporation, NewCo and the Company and (b) to counsel 42 48 and other advisers to APP, APP Sub, Surviving Corporation, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo NewCo, APP or APPAPP Sub, as the case may be, (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) the Company, NewCo NewCo, APP or APPAPP Sub, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo NewCo, APP or APP Sub and provide the Company Company, APP or APP Sub with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APPAPP or APP Sub, on the other hand, of the provisions of this Section, APP, APP Sub, the Surviving Corporation, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company Seller and NewCo Lexington recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo Lexington that is valuable, special and a unique asset of each such business. The CompanySeller, NewCo Lexington and APP, severally, agree that they will not 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 APP, NewCo Seller and the Company Lexington and (b) to counsel and other advisers to APP, NewCo Sellers and the Company Lexington provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.114.1, unless (i) such information becomes available to or known by the public generally through no fault of the CompanyLexington, NewCo Seller or APP, as the case may be, (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) the CompanyLexington, NewCo Seller or APP, as the case may be, shall, if possible, give prior written notice thereof to the CompanyLexington, NewCo Seller or APP and provide the Company Lexington, Seller or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger Exchange or otherwise. In the event of a breach or threatened breach by the CompanySeller or Lexington, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo Seller and the Company Lexington shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company Seller recognizes and NewCo recognize and acknowledge acknowledges that each it has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset assets of such entityAPP's businessbusinesses. APP acknowledges and Buyer acknowledge that it they had in the past, currently hashave, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo Seller that is valuable, special and a unique asset assets of each such Seller's business. The Company, NewCo Seller and APP, severally, APP agree that they will not 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 APP, NewCo APP and the Company Seller and (b) to counsel and other advisers to APP, NewCo APP and the Company Seller provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo Seller or APP, as the case may be, (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) the Company, NewCo Seller or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or Seller and APP and provide the Company or Seller and APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger Acquisition or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, Seller or APP of the provisions of this Section, APP, NewCo APP and the Company Seller shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties APP and Seller from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Company recognizes and NewCo recognize and acknowledge acknowledges that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP and the Surviving Corporation that is valuable, special and a unique asset of such entity's business. APP acknowledges and APP Sub acknowledge that it they had in the past, currently hashave, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo APP, and APPAPP Sub, severally, agree that they will not 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 APP, NewCo APP Sub, Surviving Corporation and the Company and (b) to counsel and other advisers to APP, NewCo APP Sub, Surviving Corporation and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo APP or APPAPP Sub, as the case may be, (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) the Company, NewCo APP or APPAPP Sub, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo APP or APP Sub and provide the Company Company, APP or APP Sub with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APPAPP or APP Sub, on the other hand, of the provisions of this Section, APP, NewCo APP Sub, the Surviving Corporation and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Non-Disclosure Covenant. The Each Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP and the Surviving Corporation that is valuable, special and a unique asset of such entity's business. APP acknowledges and APP Sub acknowledge that it they had in the past, currently hashave, and in the future may possibly have, access to certain Confidential Information of the each Company and NewCo that is valuable, special and a unique asset of each such business. The Each Company, NewCo NewCo, APP, and APPAPP Sub, severally, agree that they will not 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 APP, APP Sub, Surviving Corporation, NewCo and the each Company and (b) to counsel and other advisers to APP, APP Sub, Surviving Corporation, NewCo and the each Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo NewCo, APP or APPAPP Sub, as the case may be, (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 (iiiii) the each Company, NewCo NewCo, APP or APPAPP Sub, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo NewCo, APP or APP Sub and provide the Company each Company, APP or APP Sub with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the each Company, on the one hand, and APPAPP or APP Sub, on the other hand, of the provisions of this Section, APP, APP Sub, the Surviving Corporation, NewCo and the each Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.