Common use of Disclosure of Material Information Clause in Contracts

Disclosure of Material Information. The Company, SetJet and the Subsidiaries covenant and agree that neither it nor any other person acting on its or their behalf has provided or, from and after the filing of the Disclosure Time, will provide the Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated by this Agreement), unless prior thereto such Subscriber shall have executed a specific written agreement regarding the confidentiality and use of such information. To the extent that the Company, SetJet any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to a Subscriber without such Subscriber’s consent, the Company and SetJet hereby covenants and agrees that such Subscriber shall not have any duty of confidentiality to the Company, SetJet any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agents, including, without limitation, the Placement Agent, or a duty to the Company, SetJet any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Subscriber shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that Subscriber shall be relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of the Subscriber in any filing with the Commission except as required by the rules and regulations of the Commission thereunder.

Disclosure of Material Information. The Company, SetJet Company covenants and the Subsidiaries covenant and agree agrees that neither it nor any other person or entity acting on its or their behalf has provided or, from and after the filing of the Disclosure Time, will provide the Subscriber any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information without such Purchaser’s consent. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Purchaser: (other than i) such Purchaser does not have any obligation of confidentiality with respect to any information that the transactions contemplated by this Agreement), unless prior thereto Company provides to such Subscriber Purchaser; and (ii) such Purchaser shall not be deemed to be in breach of any duty to the Company and/or to have executed a specific written agreement regarding the confidentiality and use misappropriated any non-public information of such information. To the extent that the Company, SetJet if such Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, director, agentsdirectors, employees or Affiliates delivers any material, non-public information to a Subscriber without such Subscriber’s consent, the Company and SetJet hereby covenants and agrees that such Subscriber agents. No Purchaser shall not have any duty of confidentiality liability to the Company, SetJet any of its Subsidiaries, or any of its or their respective officers, directors, employees, Affiliates, shareholders or agents, including, without limitation, the Placement Agent, or a duty to the Company, SetJet agents for any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Subscriber shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that Subscriber shall be relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of the Subscriber in any filing with the Commission except as required by the rules and regulations of the Commission thereunderdisclosure.

Disclosure of Material Information. The CompanyOn or before 8:30 a.m., SetJet New York City time, on the fourth Business Day following the earlier of (i) date the Confirmation Order is entered and (ii) the Subsidiaries covenant and agree that neither it nor any other person acting on its or their behalf has provided orTermination Date, from and after the filing of the Disclosure Time, will provide the Subscriber or its agents or counsel with any information that the Company believes shall disclose publicly (including by filing a Current Report on Form 8-K, if the Company is permitted to make such filing), if the Company has not previously so disclosed such information, a summary of information, which constitutes material non-public nonpublic information (other than with respect to the transactions contemplated provided by this Agreement), unless prior thereto such Subscriber shall have executed a specific written agreement regarding the confidentiality and use of such information. To the extent that the Company, SetJet any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to a Subscriber without such Subscriber’s consent, the Company and SetJet hereby covenants and agrees that such Subscriber shall not have any duty of confidentiality to the Company, SetJet any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agents, including, without limitation, the Placement Agent, or a duty to the Company, SetJet any of its Subsidiaries or any of their respective officers or directors, or, to the Company’s knowledge, any of their respective employees or agents, to any of the Consenting Noteholders as is necessary (as reasonably determined by the Company) to permit any person in possession of such information to offer and sell (without contravening applicable law) any securities issued under the Plan, which summary with respect to the Company’s business plan as prepared by the Company’s financial advisor CRG Partners shall include a summary of the Company’s consolidated projections for all of the Company’s business units and not a summary of the information on a business unit basis. Immediately after the filing of such current report on Form 8-K, the Company hereby releases any and all obligations, if any, imposed on the Consenting Noteholders pursuant to Section 1(b) and the proviso in the second to last sentence of Section 5 of those certain confidentiality agreements entered into between the Company and such Consenting Noteholders. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees, Affiliates or employees and agents, includingnot to, without limitation, the Placement Agent, not to trade on the basis of, such provide any Consenting Noteholder with any material, non-public information, provided that the Subscriber shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public nonpublic information regarding the Company or any Subsidiaries, of its Subsidiaries from and after the Company shall simultaneously with public disclosure pursuant to this section 12 without the delivery express written consent of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that Subscriber shall be relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of the Subscriber in any filing with the Commission except as required by the rules and regulations of the Commission thereunderConsenting Noteholder.

Disclosure of Material Information. The CompanyOn or before 8:30 a.m., SetJet and New York City time on earlier of (i) the Subsidiaries covenant and agree that neither it nor any other person acting on its 4th Business Day following the Termination Date, or their behalf has provided or(ii) the Business Day prior to the Rights Offering Commencement Date (as defined in the Plan), from and after the filing of the Disclosure Time, will provide the Subscriber or its agents or counsel with any information that the Company believes shall disclose publicly (including by filing a Current Report on Form 8-K, if the Company is permitted to make such filing), if the Company has not previously so publicly disclosed such information, a summary of information, which constitutes material non-public nonpublic information (other than with respect to the transactions contemplated provided by this Agreement), unless prior thereto such Subscriber shall have executed a specific written agreement regarding the confidentiality and use of such information. To the extent that the Company, SetJet any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to a Subscriber without such Subscriber’s consent, the Company and SetJet hereby covenants and agrees that such Subscriber shall not have any duty of confidentiality to the Company, SetJet any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agents, including, without limitation, the Placement Agent, or a duty to the Company, SetJet any of its Subsidiaries or any of their respective officers or directors, or, to the Company’s knowledge, any of their respective employees or agents, to the Equity Committee and any of the Noteholders as is necessary (as reasonably determined by the Company) to permit any Noteholder and any Equity Holder who are in possession of such information to offer and sell (without contravening applicable law) any securities issued under the Plan, which summary with respect to the Company’s business plan as prepared by the Company’s financial advisor CRG Partners shall include a summary of the Company’s consolidated projections for all of the Company’s business units and not a summary of the information on a business unit basis. Immediately after the filing of such current report on Form 8-K, the Company hereby releases (a) the Noteholders from any and all obligations, if any, imposed on the Noteholders pursuant to Section 1(b) and the proviso in the second to last sentence of Section 5 of those certain confidentiality agreements entered into between the Company and such Noteholders and (b) the Equity Holders from any and all obligations, if any, imposed on such holders pursuant to that certain confidentiality agreement entered into between the Company and the Equity Committee. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees, Affiliates or employees and agents, includingnot to, without limitation, provide any Noteholders or the Placement Agent, not to trade on the basis of, such Equity Committee with any material, non-public information, provided that the Subscriber shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public nonpublic information regarding the Company or any Subsidiaries, of its Subsidiaries from and after the Company shall simultaneously with public disclosure pursuant to this section 9 without the delivery express written consent of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that Subscriber shall be relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press ReleaseNoteholder or Equity Committee, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of the Subscriber in any filing with the Commission except as required by the rules and regulations of the Commission thereunderapplicable.

Disclosure of Material Information. The Except with respect to information that may be provided during the Disclosure Period or information disclosed to any Purchaser who is also an officer, director or employee of the Company, SetJet the Company covenants and the Subsidiaries covenant and agree agrees that neither it nor any other person acting on its or their behalf has provided or, from and after the filing of the Disclosure Time, or will provide the Subscriber any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated by this Agreement)information, unless prior thereto such Subscriber Purchaser shall have executed a specific written agreement regarding the confidentiality and use of and specifically identifying such informationinformation as material and non-public. To The Company understands and confirms that each Purchaser shall be relying on the extent that foregoing representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, SetJet or any of its Subsidiaries, or any of its or their respective officers, directordirectors, employees and agents, employees in addition to any other remedy provided herein or Affiliates delivers in the Transaction Documents, the Company shall notify the Purchasers immediately upon learning of such breach and thereafter publicly disclose any material, non-public information in a Form 8-K within one business day of the date that it discloses such information to any Purchaser. In the event that the Company discloses any material, non-public information to a Subscriber without such Subscriber’s consentPurchaser in violation of this Section 3.10 and fails to publicly file a Form 8-K in accordance with the above, a Purchaser shall have the right, upon providing the Company and SetJet hereby covenants and agrees that with 48 hours prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such Subscriber shall not have any duty of confidentiality to material, non-public information without the prior approval by the Company, SetJet any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, Affiliates, stockholders or agents, including, without limitation, the Placement Agent, or a duty to the Company, SetJet for any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Subscriber shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding disclosure in connection with which such Purchaser has complied with this Section 3.10 and the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant has failed to a Current Report on Form 8-K. The Company understands and confirms that Subscriber shall be relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of the Subscriber in any filing with the Commission except act as required by the rules and regulations of the Commission thereunderunder this Section 3.10.