Common use of Confidentiality and Non-Disclosure Clause in Contracts

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (b) The provisions of this Section 5.3 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

Confidentiality and Non-Disclosure. (a) Prior Employee agrees not to use, reproduce, disclose, or make available the Closing Date Company’s Confidential Information for their own benefit or after the benefit of any termination person or entity other than the Company, except as reasonably necessary for the performance of this Agreementthe Employee’s duties as an employee of the Company, each Purchaser shall hold, and shall cause its Affiliates and without prior written consent of the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidenceCompany, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been any Confidential Information (i) previously becomes generally known on to and available for use by the public other than as a non-confidential basis by such Purchaser, result of the Employee’s improper acts or omissions to act or (ii) in is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the public domain through Employee must give the Company prompt written notice of any such legal requirement, disclose no fault more information than is so required, and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Employee’s employment with the Company; provided that a Purchaser may disclose such information , Employee agrees to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents memoranda, notes, plans, records, reports and other materials, documents (including copies thereof and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that Employee may then possess or any Subsidiary have under Employee’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of Employee’s breach or actions in connection with this Agreement that are subject to such confidence. (b) The provisions violation of this Section 5.3 shall be Agreement); and at any time thereafter, if any such materials are brought to Employee’s attention or Employee discovers them in addition toEmployee’s possession, Employee must deliver such materials to the Company immediately upon such notice or discovery. Employee also agrees to indemnify and not in substitution forhold the Company harmless for any loss, claim or damages, including attorney’s fees or costs, arising out of or related to the provisions of any separate nondisclosure agreement executed by any unauthorized disclosure or use of the Parties with respect to the transactions contemplated herebyConfidential Information by Employee.

Confidentiality and Non-Disclosure. (a) Prior Employee recognizes and acknowledges that he has had in the past, currently has and in the future may have access to certain confidential information relating to the Closing Date Company and its affiliates, including, but not limited to, operational policies, financial information, marketing information, personnel information, trade secrets, customer information (including customer lists), and pricing and cost policies, that are valuable, special and unique assets of the Company (collectively, "Confidential Information"). Employee agrees that he will not use or disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except as is required in the course of performing his duties hereunder unless (i) such information becomes known to the public generally through no breach by Employee of this covenant or (ii) disclosure is required by law or any governmental authority or is required in connection with the defense of a lawsuit against the disclosing party, provided, that prior to disclosing any information pursuant to this clause (ii), Employee shall give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. Employee agrees that, both during the Employment Period and after any the termination of this Agreement, each Purchaser shall holdEmployee will hold in a fiduciary capacity for the benefit of the Company, and shall cause its Affiliates and the respective officersnot directly or indirectly use or disclose, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose except as authorized by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated performance of Employee's duties, any Confidential Information, that Employee may have or may acquire (whether or not developed or compiled by this Agreement Employee and whether or not Employee has been authorized to have access to such Confidential Information) during the other Transaction Documents, including the terms and conditions term of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) . The covenants contained in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information this SECTION 6 shall survive for the purpose Employment Period and for a period of evaluatingtwo (2) years thereafter; provided, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaserhowever, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (b) The provisions of this Section 5.3 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to those items of Confidential Information which constitute trade secrets under applicable law, Employee's obligations of confidentiality and non-disclosure as set forth in this SECTION 6 shall continue to survive after the transactions contemplated herebyapplicable period above to the greatest extent permitted by applicable law. These rights of the Company are in addition to those rights the Company has under the common law or applicable statutes for the protection of trade secrets.

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser Party (the “Recipient”) shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser Recipient and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary other Party furnished to such Purchaser the Recipient or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such PurchaserRecipient, (ii) in the public domain through no fault of such Purchaser Recipient or (iii) later lawfully acquired by such Purchaser Recipient from sources other than the Companyother Parties; provided that a Purchaser Recipient may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser Recipient of the confidential nature of such information and are directed by such Purchaser Recipient to treat such information confidentially. Each Purchaser Recipient shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (b) The provisions of this Section 5.3 6.03 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination The terms and conditions of this Agreement, each Purchaser shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including any term sheet or memorandum of understanding entered into pursuant to the terms and conditions of this Agreementtransactions contemplated hereby, the other Transaction Documents and all exhibits and schedules attached to such agreementshereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any party hereto and by representatives of such parties to any other party hereof or any of the identity representatives of such parties (collectively, the “Confidential Information”), shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the provisions set forth below. (b) Notwithstanding the foregoing, the Company and each party thereto, except to of the extent that such information can be shown to have been Investors may disclose (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information Confidential Information to its Purchaser Representatives current or bona fide prospective investors, Affiliates of the Company and such Investor and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information for the purpose of evaluatinginformation, negotiating in each case only where such persons or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives entities are informed by such Purchaser of the confidential nature of such information the Confidential Information and are directed by under appropriate nondisclosure obligations substantially similar to those set forth in this Section 8.11, (ii) such Purchaser Confidential Information as is required to treat be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate such information confidentially. Each Purchaser shall be responsible for any failure to treat party’s operations, in each case as such information confidentially by party deems appropriate in its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser willsole discretion, and will cause its Purchaser Representatives to(iii) the Confidential Information to any Person to which disclosure is approved in writing by the other party hereto. Any party hereto may also provide disclosure in order to comply with applicable Laws, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary as set forth in connection with this Agreement that are subject to such confidenceSection 8.11(c) below. (bc) The provisions Except as set forth in Section 8.11(b) above, in the event that any party is requested or becomes legally compelled (including without limitation, pursuant to any applicable Tax, securities, or other Laws and regulations of any jurisdiction) to disclose the existence of this Agreement or any other Transaction Document or content of any of the financing terms hereunder, such party (the “Disclosing Party”) shall provide the other parties hereto with prompt written notice of that fact and shall consult with the other parties hereto regarding such disclosure. At the request of the other parties, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information. (d) Notwithstanding any other provision of this Section 5.3 8.11, the confidentiality obligations of the parties shall be not apply to: (i) information which a restricted party learns from a third party which the receiving party reasonably believes to have the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (ii) information which is rightfully in addition to, the restricted party’s possession prior to the time of disclosure by the protected party and not in substitution for, acquired by the provisions restricted party under a confidentiality obligation; or (iii) information which enters the public domain without breach of any separate nondisclosure agreement executed confidentiality by any of the Parties with respect to the transactions contemplated herebyrestricted party.

Confidentiality and Non-Disclosure. (a) Prior to The Executive shall hold in strict confidence and shall not, either during the Closing Date term of this Agreement or after the termination hereof, disclose, directly or indirectly, to any termination third party, person, firm, corporation or other entity, irrespective of this Agreementwhether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, each Purchaser shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents any trade secrets or other proprietary or confidential information of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished subsidiary or affiliate (as defined in Section 10) of the Company obtained by the Executive from or through his employment hereunder. The Executive hereby acknowledges and agrees that all proprietary information referred to such Purchaser or in this Section 11 shall be deemed trade secrets of the Company and of its Purchaser Representatives subsidiaries and affiliates, as defined in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existenceSection 10, and that the identity Executive shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of each party theretothe Virginia Uniform Trade Secret Act. Executive further acknowledges that the Company's products and titles consist of copyrighted material, except and Executive shall exercise his best efforts to prevent the extent that use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (b) The Executive further hereby agrees and acknowledges that any disclosure of any proprietary information prohibited herein, or any breach of the provisions of Sections 4 or 10 of this Agreement, may result in irreparable injury and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining (c) The Executive further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Executive shall notify any new employer, partner, associate or any other firm or corporation with whom the Executive shall become associated in any capacity whatsoever of the provisions of this Section 5.3 shall be in addition to11, and not in substitution forthat the Company may give such notice to such firm, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated herebycorporation or other person.

Confidentiality and Non-Disclosure. Except as otherwise consented to by the Partnership, all information which has been furnished to a Limited Partner or will be furnished to it, pursuant to this Agreement or otherwise, relating to the Partnership or any of its Affiliates or the business of any of them will be kept confidential, will not be used by such Limited Partner, or by any of its agents, representatives, or employees, for any purpose other than evaluating and monitoring the investment in the Partnership and enforcing rights hereunder, and except as permitted in this Section 12.2 will not be disclosed by such Limited Partner, or by any of its agents, representatives, or employees, in any manner whatsoever, in whole or in part; provided, however, that the foregoing shall not apply to any information that (a) Prior was in such Limited Partner’s possession prior to disclosure by the Partnership or any of its Affiliates, (b) was generally known at the time of disclosure to such Limited Partner, or becomes so generally known after such disclosure, through no act of such Limited Partner or its employees or agents, or (c) has come into the possession of such Limited Partner from a third party who, to such Limited Partner’s knowledge, after reasonable inquiry, is under no obligation to the Closing Date Partnership or after any termination of this Agreementits Affiliates to maintain the confidentiality of such information. Each Limited Partner shall be permitted to disclose such information: (i) to those of its direct or indirect agents, each Purchaser shall holdpartners, members, representatives, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of employees who need to be familiar with such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with such Limited Partner’s investment in the transactions contemplated Partnership for use solely for such purpose, provided, however, that each such Person shall have been informed of the covenants set forth in this Section 12.2 and such Limited Partner shall be liable for any breach by this Agreement and the other Transaction Documents, including the terms and conditions any such Person of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except covenants; (ii) to the extent that such information can be shown to have been (i) previously known on a non-confidential basis required by such Purchaserlaw, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by Limited Partner shall have, to the extent reasonably practicable, first afforded the Partnership with a reasonable opportunity to contest the necessity of disclosing such Purchaser information; (iii) with the prior consent of the confidential nature General Partner, which consent shall not be unreasonably withheld, to any prospective transferee of such information Limited Partner, provided, that such prospective transferee agrees to be bound by the provisions of this Section 12.2, and, provided, further, that prior to such disclosure by any SKM Limited Partner or TCP Limited Partner, such Limited Partner obtains the consent of the TCP Limited Partners and are directed by SKM Limited Partners, respectively (which such Purchaser consent shall not be unreasonably withheld). In addition, any SKM Limited Partner, TCP Limited Partner and their Affiliates shall be permitted to treat disclose such information confidentiallyin any confidential offering or placement memorandum or as required to comply with organizational or investor agreements. Each Purchaser Without intending to limit the remedies available to the Partnership, each Limited Partner acknowledges that a breach of this Section 12.2 may result in material irreparable injury to the Partnership or its Affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Partnership shall be responsible for any failure entitled to treat specifically enforce the covenants contained herein without the posting of a bond and such information confidentially by its Purchaser RepresentativesLimited Partner agrees not to oppose the granting of such injunctive relief on the basis that monetary damages are an adequate remedy. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (b) The provisions of this Section 5.3 12.2 shall survive any termination of this Agreement and shall continue to bind each Person who was ever subject to this provision even if such Person would otherwise cease to be in addition tosubject to this provision. Notwithstanding anything herein to the contrary, except as necessary to comply with securities laws, each Limited Partner (and not in substitution foreach employee, representative or other agent of the Limited Partner) may disclose to any and all persons, without limitation of any kind, the provisions tax treatment and tax structure of the offering of the limited partnership interests in the Partnership and all materials of any separate nondisclosure agreement executed by kind (including opinions or other tax analyses) that are provided to such Limited Partner relating to such tax treatment or tax structure. For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the Parties with respect offering but does not include information relating to the transactions contemplated herebyidentity of the Partnership, the General Partner or any Limited Partner.

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser Party shall hold, and shall cause its Affiliates to which it has provided any Confidential Information and the respective officers, directors, members, limited partners, employees, accountants, counsel, consultants, advisors and agents of such Purchaser Party and its such Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless otherwise approved in writing by the Party to which the Confidential Information pertains, legally compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser Party or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction DocumentsDocuments (the “Confidential Information”), including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser Party may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and have entered into a nonuse and nondisclosure agreement that covers the Confidential Information (or are directed by otherwise subject to similar confidentiality obligations) prior to the disclosure of such Confidential Information to such Representatives; provided, further, without the Company’s prior written consent, in no event shall any Purchaser disclose, or permit any of its Affiliates to disclose, to any non-Affiliate of such Purchaser to treat that is a member, limited partner or other equity interest holder of such information confidentially. Purchaser or such Purchaser’s Affiliates, any Confidential Information other than the name and valuation of the Company and such Purchaser’s Subscription Price and its shareholding percentage in the Company. (b) Each Purchaser Party shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (bc) Notwithstanding anything to the contrary in this Agreement, each Purchaser hereby consents to the disclosure by the Company or its Affiliates of the existence of the transactions contemplated by the Transaction Documents in a press release or announcement that may be issued by the Company or its Affiliates; provided, that such press release or announcement shall not name or otherwise identify any Purchaser without such Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. (d) The provisions of this Section 5.3 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the Company and any of the Parties Purchaser or its Affiliate in connection with respect to the transactions contemplated herebyhereby prior to the date of this Agreement; provided that in the event of a conflict between the terms of any such separate nondisclosure agreement and this Section 5.3, the terms of this Section 5.3 shall prevail.

Confidentiality and Non-Disclosure. As a condition to receiving information from a Disclosing Party (a) Prior to the Closing Date or after any termination of this Agreementits Affiliates or Representatives), each Purchaser shall hold, Receiving Party agrees to treat all Information concerning the Disclosing Party (and shall cause its Affiliates and Representatives) in accordance with the respective officers, directors, employees, accountants, counsel, consultants, advisors provisions of this Agreement and agents to take or abstain from taking certain other actions as set forth herein for a period of such Purchaser and 36 months. Each Receiving Party agrees that Evaluation Material will not be used by it (or its Affiliates or Representatives) in any way that is detrimental to the Disclosing Party or for any purpose other than evaluating and effectuating a Transaction between it and the Disclosing Party, and that the Evaluation Material will be kept confidential by it (collectivelyand by its Affiliates or Representatives); provided, the “Purchaser Representatives”) however, that any such Evaluation Material may be disclosed to hold, in confidence, unless compelled to disclose by judicial a party's Representatives who are working on or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives consulted in connection with the transactions contemplated by this Agreement and the other any such Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent (it being agreed that such information can Representatives shall be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed the obligations set forth in this Agreement). Each party shall be liable for any breach of this Agreement by its Affiliates or Representatives (including, without limitation, by such Purchaser Affiliates and Representatives who, subsequent to treat the first date of disclosure of Information hereunder, become former Affiliates or Representatives of such information confidentiallyParty). Each Purchaser shall Without the prior written consent of the other party, neither party will (and will direct its Affiliates or Representatives not to) disclose to any Person, except as such party reasonably believes based upon the advice of counsel to be responsible for any failure to treat such information confidentially required by its Purchaser Representatives. If this Agreement is terminated in respect law, regulation, rule of any Purchaserapplicable stock exchange or legal process, such Purchaser willor as requested by a regulatory authority, and will cause its Purchaser Representatives to, destroy or deliver to either the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence. (b) The provisions existence of this Section 5.3 shall be in addition to, and not in substitution forAgreement, the provisions exchange of any separate nondisclosure agreement executed by Information, the fact that discussions or negotiations are taking place concerning a Transaction or any of the Parties terms, conditions or other matters with respect to any such Transaction, including the transactions contemplated herebyexistence or status thereof. If a party (or any of its Affiliates or Representatives) is required by legal process to disclose all or any part of the Information contained in the other party's Evaluation Material, it will promptly notify the other party of the existence and terms of, and circumstances surrounding, such a request so that the other party may, if it desires, seek an appropriate protective order. If a party seeks such an order, the other party will provide such cooperation as shall be reasonably requested of it. Anything in this Agreement to the contrary notwithstanding, each party may (in the absence of such an order or in compliance therewith) provide so much of such information as it is advised by its counsel that it must provide to avoid legal sanction, so long as it uses reasonable efforts to obtain confidential treatment by the recipient thereof and consults in advance with the other party as to such disclosure. Each party acknowledges that it is aware of its obligations under United States securities laws regarding trading in the securities of an issuer while in possession of material non-public information of such issuer, and that it has advised its Affiliates and Representatives of such obligations.

Confidentiality and Non-Disclosure. (a) Prior Each Stockholder agrees that, except as otherwise consented to by the Closing Date Board of Directors, all information which has been furnished to it or after any termination of this Agreement, each Purchaser shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) will be furnished to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitationit, pursuant to securities laws this Agreement or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdictionotherwise, all documents and information concerning relating to the Company or any Subsidiary furnished of its subsidiaries or the business of any of them will be kept confidential, will not be used by such Stockholder, or by any of its agents, representatives, or employees, for any purpose other than evaluating and monitoring the investment in the Company and its subsidiaries and enforcing rights hereunder, and will not be disclosed by such Stockholder, or by any of its agents, representatives, or employees, in any manner whatsoever, in whole or in part. (b) Notwithstanding the foregoing provisions of Section 5.2(a), any information that the Stockholder in question can demonstrate (a) was generally known in the trade or business in which it is practiced by the Company or its affiliates at the time of disclosure to such Purchaser Stockholder, or becomes so generally known after such disclosure through no act of such Stockholder or its Purchaser Representatives employees or agents, or (b) has come into the possession of such Stockholder from a third party who was not actually known by such Stockholder to be under an obligation to the Company or any of its affiliates to maintain the confidentiality of such information shall not be subject to the immediately preceding sentence. (c) Notwithstanding the provisions of Section 5.2(a): (i) each Stockholder shall be permitted to disclose such information to those of its agents, representatives, and employees who need to be familiar with such information in connection with such Stockholder’s investment (each such Person being hereafter referred to as “Authorized Representatives”) in the transactions contemplated by this Agreement and the other Transaction DocumentsCompany for use solely for such purpose, including the terms and conditions provided each Stockholder uses reasonable efforts to cause each of this Agreement, the other Transaction Documents and all exhibits and schedules attached it Authorized Representatives to such agreements, including their existence, and the identity of each party thereto, except to the extent that keep such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, and comply with the obligations under this Section 5.2; (ii) in the public domain through no fault each Stockholder shall be permitted to disclose such information to financial institutions, investment bankers and prospective purchasers of such Purchaser or Stockholder’s Shares for use solely in evaluating a prospective investment in such Shares, provided each Stockholder uses reasonable efforts to cause such persons to keep such information confidential and comply with the obligations under this Section 5.2; (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may each Stockholder shall be permitted to disclose such information to its Purchaser Representatives who need managers, partners and stockholders and, in the case of Stockholders that are private equity funds, to know such their direct and indirect existing and prospective investors; (iv) each Stockholder shall be permitted to disclose information for to the purpose of evaluatingextent required by law, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives Stockholder shall have, to the extent reasonably practicable, first afforded the Company with a reasonable opportunity to contest the necessity of disclosing such information (unless such disclosure is made to regulatory or other governmental or non-governmental authorities having jurisdiction over such Stockholder (including the Securities and Exchange Commission and any exchange on which the securities of any Stockholder are informed by traded) in which event such Purchaser opportunity to contest need not be given to the Company); (d) each Stockholder shall be permitted to disclose information to the extent necessary for the enforcement of the confidential nature any right of such Stockholder arising under this Agreement; and (e) the parties acknowledge and agree that the PEP Stockholders, the SL Stockholders and their respective employees and agents who receive or are exposed to the Company’s and its subsidiaries’ confidential information may further develop their general knowledge, skills and are directed by experience (including general ideas, concepts, know-how and techniques), which may be based in whole or in part on such Purchaser to treat such information confidentiallyconfidential information. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If Notwithstanding anything in this Agreement is terminated to the contrary, the use by the PEP Stockholders, the SL Stockholders, their Affiliates and these employees and agents of such general knowledge, skills and experience, as retained in respect their unaided memories, will not constitute a breach of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver this Agreement. (f) Without intending to limit the remedies available to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from each Stockholder acknowledges that a breach of any of the covenants contained in this Section 5.2 may result in material irreparable injury to the Company or its affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, to the fullest extent permitted by law, the Company shall be entitled to seek a temporary restraining order and/or a preliminary or permanent injunction restraining the Stockholder and/or such Stockholder’s affiliates from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce any Subsidiary of the covenants contained herein, and to the fullest extent permitted by law, such Stockholder agrees not to oppose the granting of such injunctive relief on the basis that monetary damages are an adequate remedy. Each Stockholder hereby agrees and consents that such injunctive relief may be sought in connection with this Agreement that are subject to such confidencethe courts in the State of Delaware, or in any other court having competent jurisdiction. (bg) The provisions of this Section 5.3 5.2 shall survive any termination of this Agreement and shall continue to bind each Person who was ever subject to this provision even if such Person would otherwise cease to be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect subject to the transactions contemplated herebythis provision.