Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. This Agreement is confidential, and neither Party shall disclose the terms and conditions of this Agreement to any other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisors) or issue, or permit any of its Affiliates to issue, any press release or otherwise make any public statements or announcements regarding this Agreement or the transactions contemplated by this Agreement without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment community.

Confidentiality; Public Announcements. This Agreement is confidential, and neither Party shall disclose Each party agrees to keep the terms and conditions of this Agreement confidential, except to any other Person the extent required by applicable Law (other than including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such Party’s Affiliates and party may disclose such terms to its and their respective officers, managers, directors, employees, representativesequityholders, agentsaccountants, counsel, consultants, advisors, agents and advisors) or issue, or permit any other Affiliates as necessary in connection with the ordinary conduct of its Affiliates business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to issuetreat such information confidentially in accordance with this Agreement). Except as may be required by Law, any press including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or otherwise make announcement by any public statements or announcements regarding party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by this Agreement without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined party. If any such public announcement is required by Law to be necessary or appropriate made by any party, prior to comply with applicable Law or any rules or regulations making such announcement, such party will deliver a draft of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required such announcement to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a party, and shall give such other party reasonable opportunity to comment on thereon and use good faith efforts to consider any reasonable and timely comments provided by such disclosure, press release or public announcement in advance thereofother party. Notwithstanding the foregoing, nothing contained in here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights the Purchase Price therefor in a filing made pursuant to disclose the existence of this Agreement and the general nature Section 13 or Section 16 of the transactions described herein on Exchange Act and no party shall have any earnings call right to consent to, or in similar discussions with financial media or analystsprovide comments on, stockholders and other members of the investment communityany such filing.

Confidentiality; Public Announcements. This Agreement is confidential, (a) Each party shall keep confidential and neither Party shall not disclose any nonpublic information provided by the terms and conditions other party or its agents for such party’s use in connection with the Repurchase Transaction or the negotiation of this Agreement (the “Confidential Information”), and shall not publish, disclose or otherwise divulge, such Confidential Information without such other party’s prior written consent, except to any other Person (other than such Partyparty’s Affiliates and its and their respective officers, directors, employees, representatives, agents, or employees on a confidential and advisorsneed-to-know basis; provided that such party accepts responsibility for compliance by such parties with the provisions of this Agreement; provided, further, that nothing herein shall prevent such party from disclosing any Confidential Information (a) pursuant to the order of any court or issueadministrative agency or in any legal, judicial or administrative proceeding, or permit any otherwise as required by applicable law based on the advice of its Affiliates to issue, any press release or otherwise make any public statements or announcements regarding this Agreement or the transactions contemplated by this Agreement without the prior written consent counsel (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case such party agrees, to the Party required extent not prohibited by applicable law or regulation, to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide inform the other Party a reasonable opportunity party promptly thereof prior to comment on disclosure), (b) pursuant to obligations of such party under law, regulation or any listing agreement with any securities exchange or the requirements of any self-regulatory organization or as contemplated by Section 4.12(b) (in which case such party agrees, to the extent not prohibited by applicable law or regulation, to inform the other party promptly thereof prior to disclosure), press release or public announcement (c) in advance thereof. Notwithstanding the foregoingresponse to routine examinations, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders regulatory sweeps and other members regulatory inquiries by a regulatory or self-regulatory authority, bank examiner or auditor, and (d) to the extent that such Confidential Information becomes publicly available other than by reason of the investment communityimproper disclosure by such party.

Confidentiality; Public Announcements. This Agreement is confidential, and neither Party shall disclose Each party agrees to keep the terms and conditions of this Agreement confidential, except to any other Person the extent required by applicable Law (other than including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such Party’s Affiliates and party may disclose such terms to its and their respective officers, managers, directors, employees, representativesequityholders, agentsaccountants, counsel, consultants, advisors, agents and advisors) or issue, or permit any other Affiliates as necessary in connection with the ordinary conduct of its Affiliates business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to issuetreat such information confidentially in accordance with this Agreement). Except as may be required by Law, any press including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or otherwise make announcement by any public statements or announcements regarding party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by this Agreement without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined party. If any such public announcement is required by Law to be necessary or appropriate made by any party, prior to comply with applicable Law or any rules or regulations making such announcement, such party will deliver a draft of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required such announcement to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a party, and shall give such other party reasonable opportunity to comment on thereon and use good faith efforts to consider any reasonable and timely comments provided by such disclosure, press release or public announcement in advance thereofother party. Notwithstanding the foregoing, nothing contained in here shall restrict any party from reporting the number of Securities to be purchased and sold pursuant to this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights the Purchase Price therefor in a filing made pursuant to disclose the existence of this Agreement and the general nature Section 13 or Section 16 of the transactions described herein on Exchange Act and no party shall have any earnings call right to consent to, or in similar discussions with financial media or analystsprovide comments on, stockholders and other members of the investment communityany such filing.

Confidentiality; Public Announcements. This All information that is disclosed or made available by any Party to any other Party, including this Agreement is confidential(collectively, “Confidential Information”) shall be held in confidence by the Parties and neither Party shall not be used by such other party or third parties (other than for the purchase of the Interest in the Company pursuant to this Agreement) nor disclosed to third parties without the prior written consent of the other Parties to this Agreement. except only that the Parties may disclose Confidential Information: (i) to any taxing authority; (ii) to their attorneys, financial advisors, or tax advisors; and (iii) as required by law and/or to enforce the terms and conditions of this Agreement due to a breach by a Party. To the extent that any Party is required to disclose the Confidential Information pursuant to the requirements of any legal proceedings, such Party shall notify the other Person Parties within two (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisors2) or issue, or permit any business days of its Affiliates to issue, knowledge of such legally required disclosure. None of the Parties will issue any press release or otherwise make any other public statements or announcements regarding concerning this Agreement or the transactions contemplated by this Agreement without hereby except with the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) approval of the other Party, except as otherwise determined Parties regarding the timing and content of such announcement; provided that any Party hereto may make any disclosure that it in good faith determines to be necessary or appropriate to comply with any applicable Law Law, regulation, or any rules or regulations order of any supervisorycourt or federal, regulatory state, municipal or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment communityEntity.

Confidentiality; Public Announcements. This Agreement is confidential(a) Each party agrees that it will (and will cause its representatives to) treat in confidence all documents, materials and neither Party other information which it shall disclose have obtained (whether before or after the terms and conditions date of this Agreement to any Agreement) regarding the other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisors) party or issue, or permit any of its Affiliates to issue, any press release or otherwise make any public statements or announcements regarding in connection with the negotiation of this Agreement or the transactions contemplated by this Agreement without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates hereby (including prior to the Securities and Exchange Commission and the New York Stock Exchange)Closing, in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence and terms of this Agreement and the general nature all of the transactions described herein on contemplated hereby). If the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection herewith. Such documents, materials and information shall not be communicated to any earnings call third Person (other than, in the case of the Purchaser, to its counsel, accountants, financial advisors or lenders, and in similar discussions with the case of Parent, to its counsel, accountants or financial media or analystsadvisors). No party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Interests. The obligation of each party to treat such documents, stockholders materials and other members information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party to this Agreement, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the investment communityconsents or approvals contemplated hereby.

Confidentiality; Public Announcements. This Agreement is confidential, and neither Party shall disclose the The terms and conditions of this Agreement shall be maintained in strict confidence by each of the Parties from and after the date of this Agreement with the same degree of care as it maintains its own confidential and proprietary information and shall not be, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, published, disseminated or disclosed to any Third Party nor used by such Party for any purpose except to the extent necessary for the performance of this Agreement. Without limitation to the foregoing, Purchasers and Seller shall consult with each other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisors) or issue, or permit any of its Affiliates to issue, before issuing any press release or otherwise make making any public statements or announcements regarding with respect to this Agreement Agreement, the other Party’s name or the transactions contemplated by this Agreement hereby and neither Purchasers nor Seller shall issue any such press release or make any such public statement without having first submitted a draft thereof to the other Party. The issuance thereof shall not be made without the prior written consent approval of the other Party (which consent will such approval not to be unreasonably withheld). However, conditioned the approval by the other Party shall be unnecessary if the disclosing Party is subject to a requirement of applicable Law or delayed) by the applicable rules of any stock exchange to disclose the existence and terms of this Agreement, or if such disclosure is necessary, as in the reasonable opinion of the disclosing Party’s counsel, in order to implement the provisions of this Agreement. In such event, the disclosing Party shall notify without delay the other Party and provide the other Party with a copy of the contemplated disclosure prior to submission or release as the case may be, unless notifying is impracticable due to circumstances beyond the Party’s control. The other Party may provide comments to the submission or release and the disclosing Party shall in such case take into consideration all such reasonable comments. Unless otherwise agreed with the other Party, except as otherwise determined to be necessary or appropriate the disclosing Party shall only disclose such information that is needed to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment communitystock exchange rules.

Confidentiality; Public Announcements. This Agreement As the issuance of this Note is confidentialconsidered by Borrower to be a material event, Lender hereby consents to Borxxxxx’x publication of a press release in the form previously approved by Lenxxx. Xn all other respects, the parties hereto shall, and neither Party shall cause their respective affiliates to, hold in confidence and not disclose to any third party any information about this Note, the terms and conditions of this Agreement to any other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisors) or issue, or permit any of its Affiliates to issue, any press release or otherwise make any public statements or announcements regarding this Agreement hereof or the transactions contemplated hereby (the “Confidential Information”). In the event a party is requested or required (by interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it shall notify the other party promptly of the request or requirement so that such other party may seek an appropriate protective order or waive compliance with the provisions of this Agreement Section 11. If such protective order is not obtained, or if and to the extent such other party waives such prohibition, the first party may make such disclosure that, in the reasonable opinion of its counsel, is legally required to be made. Notwithstanding the foregoing, (i) each party may disclose Confidential Information to its employees, agents, representatives and advisors who have a reasonable need to know for legitimate business purposes and who commit to an undertaking of confidentiality consistent with the terms of this Section 11 and (ii) Lender and Borrower may disclose the Confidential Information in court filings in connection with the exercise of its rights under the Note Documents. Except as set in this Section 11, no public announcement shall be made by either party or its representatives in respect of this Note or the transactions contemplated hereby without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment communityparty.

Confidentiality; Public Announcements. This Each party agrees that the terms and conditions of this Agreement is confidential(and all schedules, certificates and deliverables attached hereto or delivered pursuant hereto) and the Related Agreements (and all schedules, certificates and deliverables attached thereto or delivered pursuant thereto) shall be treated as confidential information of all parties and shall not be disclosed to any third party, provided, however, that each party may disclose the term and conditions of this Agreement or the Related Agreements: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of the parties; (iv) in confidence, to accountants, banks, private investors, and neither Party shall their advisors who have a need to know of such information in order to render services to the disclosing party, and who are under an obligation not to disclose such information or use such information for any purpose other than rendering such services or for the reasons set forth in clauses (i), (ii), (iii), (iv), (v) or (vi) hereof; (v) in connection with the enforcement of this Agreement or the Related Agreements or rights under this Agreement or the Related Agreements; or (vi) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction, If a party may disclose the terms and conditions of this Agreement to any other Person or the Related Agreements as provided in (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisorsi) or issue(ii) of the preceding sentence, or permit any such party shall use best efforts to give the other party reasonable advance notice of its Affiliates to issue, such disclosure so that such other party may seek an appropriate protective order. Each Seller will consult with Buyer before issuing any press release or otherwise make making any public statements or announcements regarding with respect to this Agreement or the transactions contemplated by this Agreement hereby or the Related Agreements or the transactions contemplated thereby and shall not issue any press release or make any public statements without the prior written consent (which consent will not be unreasonably withheldof Buyer or otherwise disclose this Agreement or the contents hereof or the Related Agreements or the contents thereof, conditioned or delayed) unless in the opinion of the other Partycounsel to such Seller, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts is required by law (and solely to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment communityextent required).