Common use of No Public Disclosure Clause in Contracts

No Public Disclosure. No press release or public announcement related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, shall be issued or made by any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) without the prior approval of the Sellers and Purchaser, (a) unless such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements of any securities exchange or over-the-counter market, in which case the Sellers and Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases or other public announcements after the Closing by Purchaser or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of the Sellers or their respective Affiliates (other than the Group Companies), or (c) except for press releases or other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) and their respective Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements) in connection with the Sentinel Parties’, Vintage’s or their respective Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosure. Following the Closing, the Sentinel Parties may use and reference the names of each Group Company and the associated logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties (including on their respective web sites) in connection with the Sentinel Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties and their Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated logos solely for such limited purpose. The parties agree that the disclosures and announcements permitted pursuant to this Section 6.12 shall not be deemed breaches or violations of the Confidentiality Agreement and shall be permitted under the Confidentiality Agreement.

No Public Disclosure. No press release or public announcement related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, shall be issued or made by any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) without the prior approval of the Sellers Representative and Purchaser, (a) unless unless, in the reasonable opinion of counsel, such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderApplicable Law or by any listing agreement with, or any applicable stock exchange the listing rules (collectivelyof, “Exchange Act Obligations”)) or the regulations or requirements of any a national securities exchange or over-the-counter markettrading market to issue or cause the publication of such press release or other public announcement or disclosure, in which case the Sellers Representative and Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases disclosure reasonably required in connection with the enforcement of any right or other public announcements after remedy relating to this Agreement, the Closing by Purchaser or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) Ancillary Documents or the name of the Sellers transactions contemplated hereby or their respective Affiliates (other than the Group Companies)thereby, or (c) except for that the Company and Purchaser shall mutually agree on press releases or and other public announcements to be issued after each of the Closing by Sellers or its Affiliates that do not include execution of this Agreement and the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies)Closing. Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions. Notwithstanding For the foregoingavoidance of doubt, the parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) Representative and their respective its Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements) in connection with the Sentinel Parties’, Vintage’s Representative or their respective its Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosureactivities. Following the Closing, the Sentinel Parties Representative and its Affiliates may use and reference the names of Blocker Corp and each Group Company and the associated marks and logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties Representative and its Affiliates (including on their respective web sites) in connection with the Sentinel Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties Representative and their its Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated marks and logos solely for such limited purpose. The parties agree Nothing herein shall prevent Purchaser and its Affiliates from making disclosures (i) in Purchaser’s and its Affiliates filings with the U.S. Securities and Exchange Commission that the disclosures and announcements permitted pursuant to are consistent with press releases that were previously issued by Purchaser or its Affiliates in accordance with this Section 6.12 6.9 or (ii) to any Person that are customary in connection with the Financing, including in offering or private placement memoranda, rating agency presentations, lender presentations, road show presentations, prospectuses or other disclosure documents related to the Financing. Nothing herein shall not be deemed breaches or violations prevent Purchaser and its Affiliates from filing this Agreement as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission after the execution of the Confidentiality Agreement and shall be permitted under the Confidentiality this Agreement.

No Public Disclosure. No press release or public announcement related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, shall be issued or made by any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) without the prior approval of the Sellers Representative and PurchaserParent, (a) unless unless, in the reasonable opinion of counsel, such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements of any securities exchange or over-the-counter marketrules, in which case the Sellers Representative and Purchaser Parent shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for disclosure made in connection with the enforcement of any right or remedy relating to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (c) except for press releases or other public announcements after the Closing by Purchaser Parent, the Surviving Entity or its Affiliates as required by applicable law, or (d) except for press releases or other public announcements after the Closing by Representative or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of the Sellers or their respective Affiliates (other than the Group Companies), or (c) except for press releases or other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser Parent or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions. Notwithstanding For the foregoingavoidance of doubt, the parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) Parties and their respective Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries Group Companies (including its and their performance and improvements) in connection with the Sentinel Parties’, Vintage’s ’ or their respective Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosureactivities. Following the Closing, the Sentinel Parties and their Affiliates may use and reference the names of each Group Company and the associated marks and logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties and their Affiliates (including on their respective web sites) in connection with the Sentinel Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties and their Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated marks and logos solely for such limited purpose. The parties agree that the disclosures and announcements permitted pursuant to this Section 6.12 shall not be deemed breaches or violations of the Confidentiality Agreement and shall be permitted under the Confidentiality Agreement.

No Public Disclosure. No press release or public announcement related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, thereby shall be issued or made by any party hereto Party (nor will any party Party permit any of its advisors, employees, agents, representatives advisors or Affiliates to do any thereof) without the prior written approval of the Sellers Seller and Purchaser, Buyer (a) unless such communication is required by applicable law Law (including it being understood that, Buyer will file one or more SEC Form 8-Ks in respect of the Securities Exchange Act of 1934, as amendedtransactions contemplated thereby and matters related therefor, and the rules Parties acknowledge and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”agree that such filings may be made by Buyer without consent from Seller)) or the regulations or requirements of any securities exchange or over-the-counter market, in which case the Sellers and Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases disclosure made in connection with the enforcement of any right or other public announcements after remedy relating to this Agreement, the Closing by Purchaser or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) Ancillary Documents or the name of the Sellers or their respective Affiliates (other than the Group Companies)transactions contemplated thereby, or and (c) except for press releases or other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (any information not included in a prior press release or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies)public announcement made in compliance with this Section 6.4. Nothing herein shall prevent any party hereto Party or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures disclosures, including the key economic terms of the transactions contemplated in this Agreement and the return realized as a result thereof, to its investors current or potential investors who are subject to customary confidentiality restrictionsprospective investors. Notwithstanding For the foregoingavoidance of doubt, the parties Parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) Kinderhook and their respective its Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries Group Companies (including its and their performance and improvements) in connection with the Sentinel Parties’, VintageXxxxxxxxxx’s or their respective its Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosureactivities. Following the Closing, the Sentinel Parties Kinderhook and its Affiliates may use and reference the names of each Group Company and the associated marks and logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties Kinderhook and its Affiliates (including on their respective web sites) in connection with the Sentinel Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties Kinderhook and their its Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated marks and logos solely only for such limited purpose. The parties agree that the disclosures and announcements permitted pursuant to this Section 6.12 shall not be deemed breaches or violations of the Confidentiality Agreement and shall be permitted under the Confidentiality Agreement.

No Public Disclosure. No press release Unless otherwise required by applicable Law or public announcement related stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement, the Ancillary Documents Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or thereby, shall be issued or made by otherwise communicate with any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) news media without the prior approval written consent of the Sellers and Purchaserother party (which consent shall not be unreasonably withheld, (a) unless such communication is required by applicable law (including the Securities Exchange Act of 1934, as amendedconditioned or delayed), and the rules parties shall cooperate as to the timing and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements contents of any securities exchange or over-the-counter market, in which case the Sellers and Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases or other public announcements after the Closing by Purchaser or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of the Sellers or their respective Affiliates (other than the Group Companies), or (c) except for press releases or other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictionsannouncement. Notwithstanding the foregoingforegoing and provided that the parties have agreed to such public announcement, the parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) Valesco and their its respective Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries Group Companies (including its and their performance and improvements) in connection with the Sentinel Parties’, VintageValesco’s or their respective and its Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosureactivities. Following the Closing, the Sentinel Parties Valesco may use and reference the names of each Group Company and the associated logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties Valesco (including on their respective its web sitessite) in connection with the Sentinel Parties’ Valesco’s fund raising, marketing, informational or reporting activities, and the Company Purchaser hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties Valesco and their its Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated logos solely for such limited purpose. The parties agree that the disclosures and announcements permitted pursuant to this Section 6.12 6.11 shall not be deemed breaches or violations of the Confidentiality Agreement and shall be permitted under the Confidentiality Agreement. The parties hereby acknowledge that, as a result of the execution of this Agreement and transactions contemplated by this Agreement, pursuant to Rule 3-05 of Regulation S-X, OneWater Marine Inc. may be required to file certain historical and pro-forma financial information of the Target Companies with the SEC. The Target Companies hereby consent to such disclosure and agree to fully and promptly cooperate with OneWater Marine Inc. in filing such information.

No Public Disclosure. No press release or public announcement related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, shall be issued or made by any party hereto Party (nor will any party Party permit any of its advisors, employees, agents, representatives advisors or Affiliates to do any thereof) without the prior written approval of the Sellers Seller and PurchaserBuyer, (a) unless unless, in the reasonable opinion of counsel, such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements of any securities exchange or over-the-counter marketLaw, in which case the Sellers Seller and Purchaser Buyer shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) notwithstanding clause (a) above, except for a press release or public announcement or filing with the Securities and Exchange Commission to the extent necessary for Buyer or its Affiliates to comply with applicable securities Laws or New York Stock Exchange rules, which Buyer is authorized to issue in its sole reasonable discretion, (c) except for disclosure made in connection with the enforcement of any right or remedy relating to this Agreement, the Ancillary Documents or the transactions contemplated thereby, (d) except for press releases or other public announcements after the Closing by Purchaser Buyer or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of the Sellers Seller or their respective Affiliates any Affiliate of Seller (other than the Group Companies), or ) and (ce) except for press releases or other public announcements after the Closing by Sellers Seller or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser Buyer or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto Party or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures disclosures, including the key economic terms of the transactions contemplated in this Agreement and the return realized as a result thereof, to its investors current or potential investors who are subject to customary confidentiality restrictionsprospective investors. Notwithstanding For the foregoingavoidance of doubt, the parties Parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) Kinderhook and their respective its Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries Group Companies (including its and their performance and improvements) in connection with the Sentinel Parties’, VintageKinderhook’s or their respective its Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosureactivities. Following the Closing, the Sentinel Parties Kinderhook and its Affiliates may use and reference the names of each Group Company and the associated marks and logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties Kinderhook and its Affiliates (including on their respective web sites) in connection with the Sentinel Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties Kinderhook and their its Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated marks and logos solely only for such limited purpose. The parties agree that the disclosures and announcements permitted pursuant to this Section 6.12 shall not be deemed breaches or violations of the Confidentiality Agreement and shall be permitted under the Confidentiality Agreement.

No Public Disclosure. No press release or public announcement Section 12.7 of the Agreement is hereby modified to include the following paragraph following the existing language contained in Section 12.7: Notwithstanding the foregoing, Purchaser has advised Seller that Purchaser may be required to file, in compliance with certain laws and regulations (including, without limitation, Regulation S-X of the Securities and Exchange Commission (“SEC”)), audited financial statements, pro forma financial statements and other financial information related to this Agreement, the Ancillary Documents or Property for up to one (1) fiscal year prior to Closing and any interim period during the transactions contemplated hereby or thereby, shall be issued or made by any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) without the prior approval of the Sellers and Purchaser, (a) unless such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements of any securities exchange or over-the-counter market, fiscal year in which case the Sellers and Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases or other public announcements after the Closing by occurs (the “Financial Information” ). If Purchaser or its Affiliates principals give notice to Seller that do not include the amount of consideration involved hereunder it is (or any other financial metric they are) obligated to provide such as proceedsinformation, rate following the Closing and for a period of return or multiples of moneyninety (90) or days thereafter, Seller agrees to use its commercially reasonable efforts to cooperate with Purchaser and its representatives and agents in the name preparation of the Sellers Financial Information; provided, however, Seller shall not be required to (i) incur any out of pocket expenses or their respective Affiliates (other than costs unless Purchaser reimburses Seller for the Group Companies)same, or (cii) provide information that was previously made available to Purchaser. For a period of ninety (90) days after Closing, Seller shall maintain, and after reasonable advance written notice from Purchaser, Seller shall provide to Purchaser copies of such books and records of Seller and its property manager reasonably related to the Property except as otherwise limited by the terms of this Agreement. Further, so long as the persons in charge of management of the Property at the time of Closing remain in the employ of Seller or an affiliate of Seller, after reasonable written notice to Seller, it will make such persons available for press releases or interview; provided, however, that Seller shall be allowed to have other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (or representatives present during any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictionsinterviews. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) and their respective Affiliates and representatives may Seller shall not be required to provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements) in connection with the Sentinel Parties’, Vintage’s or their respective Affiliates’ customary fund raising, marketing, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreementconcerning (a) Seller’ s, or any of Seller’ s affiliate’ s or member’ s (collectively with Seller, the Ancillary Documents “Seller Financial Parties”), capital structure or debt, (b) any Seller Financial Parties’ financial analyses or projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties’ internal purposes or not directly related to the transactions contemplated hereby or therebyoperation of the Property, in each case that is or are required to comply or satisfy its Exchange Act Obligations with respect thereto or the regulations or requirements of (c) any securities exchange or over-the-counter marketSeller Financial Parties’ tax returns, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of (d) any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosure. Following the Closing, the Sentinel Parties may use and reference the names of each Group Company and the associated logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties (including on their respective web sites) in connection with the Sentinel Seller Financial Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants financial statements (and agrees to cause each Group Company to grant) to the Sentinel Parties and their Affiliates a royaltyother than Property-free, non-exclusive right and license to use each Group Company’s names and the associated logos solely for such limited purpose. The parties agree that the disclosures and announcements permitted level financial statements otherwise required pursuant to this Section 6.12 shall 12.7). Seller acknowledges and agrees that any information provided or made available pursuant to this Section 12.7 will, to Seller’s knowledge at the time provided, be true, accurate and complete in all material respects. Purchaser acknowledges and agrees that Purchaser may not be deemed breaches use any information provided pursuant to this Section 12.7 or violations the results of its review or interviews pursuant to this Section 12.7 to pursue any claim against any Seller or any of the Confidentiality Agreement and shall be permitted under the Confidentiality AgreementSeller Financial Parties.

No Public Disclosure. No press release or public announcement related The parties acknowledge that LICENSEE is a publicly-held entity and, as such, is legally required to make disclosure of the existence of this Agreement and certain material facts relating to this Agreement, LICENSEE’S performance thereunder, and the Ancillary Documents Licensed Products. LICENSEE represents that such public disclosure includes, (i) the filing with the Securities and Exchange Commission of required reports and exhibits thereto, (ii) the issuance of press releases disclosing material information and (iii) the disclosure of material information in presentations, reports, and annual reports to analysts, investors and the investment community; but that such disclosures will be limited to (A) the date on which the Agreement was entered into or amended or terminated, the identity of the parties to the Agreement or amendment, and a brief description of any material relationship between the Licensee or its Affiliates and the LICENSOR other than in respect of the Agreement or amendment; (B) a brief description of the terms and conditions of the Agreement or amendment that are material to the LICENSEE, (C) Licensed Product descriptions and related customer and sales information, and (D) if so required, a redacted version of the Agreement. In each such instance, LICENSEE agrees to provide to LICENSOR, five (5) business days (unless an earlier response is required by SEC rules and regulations) in advance of the release or issuance thereof, any and of all such filings, presentations, press releases, reports, statements, redacted form of Agreement and all other public disclosures for the advance review and approval of LICENSOR, which approval shall not be unreasonably withheld. None of such items shall be deemed to be Advertising Materials hereunder. With respect to all other public disclosures not covered in the preceding paragraph, neither party shall make any press release or other public statement or announcement concerning the existence of this Agreement or its terms, the business relationship between the parties or the transactions contemplated hereby or therebyhereby, shall be issued or made by any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) without the prior written approval of the Sellers other party. In that regard each and Purchaser, all of the following (aunless governed by the preceding paragraph) unless such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements of any securities exchange or over-the-counter market, in which case the Sellers and Purchaser shall be afforded a reasonable opportunity subject to LICENSOR’S prior review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases or other public announcements after the Closing by Purchaser or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of the Sellers or their respective Affiliates (other than the Group Companies), or (c) except for press releases or other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions. Notwithstanding the foregoing, the parties hereto acknowledge and agree that written approval: (i) the Sentinel Partiesall written statements, Vintage Capital Managementresponses and other correspondence directed by LICENSEE to any third party (including, LLC without limitation, governmental agencies and non-governmental organizations) pertaining to LICENSOR and/or any Licensed Product or Trademark; (“Vintage”ii) and their respective Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements) all materials prepared by LICENSEE in connection with the Sentinel Parties’media interviews, Vintage’s or their respective Affiliates’ customary fund raisingnewsletters, marketingtrade show presentations and other external presentations pertaining to any Licensed Product, informational or reporting activities and (ii) FRG may disclose, without obtaining the prior written consent or approval of any party hereto, this Agreement and the Ancillary Documents and any information regarding this Agreement, the Ancillary Documents or Trademark and/or the transactions contemplated hereby or therebyby this Agreement (as well as, in each the case of interviews and presentations, the decision as to who will engage in the interview or conduct the presentation). LICENSEE acknowledges that is or are required to comply or satisfy LICENSOR may, in the exercise of its Exchange Act Obligations with respect thereto approval rights under this paragraph, prohibit a particular statement or the regulations or requirements use of any securities exchange or over-the-counter market, or as FRG reasonably concludes are advisable in connection with its compliance with Exchange Act Obligations or the regulations or requirements of any securities exchange or over-the-counter market, in which case FRG shall use commercially reasonable efforts to allow the Sellers reasonable time to comment on such disclosure (and will consider any such comments in good faith) in advance of such disclosure. Following the Closing, the Sentinel Parties may use and reference the names of each Group Company and the associated logos solely for the purpose of describing the historical relationship of the Group Companies with the Sentinel Parties (including on their respective web sites) in connection with the Sentinel Parties’ fund raising, marketing, informational or reporting activities, and the Company hereby grants (and agrees to cause each Group Company to grant) to the Sentinel Parties and their Affiliates a royalty-free, non-exclusive right and license to use each Group Company’s names and the associated logos solely for such limited purpose. The parties agree that the disclosures and announcements permitted pursuant to this Section 6.12 shall not be deemed breaches or violations of the Confidentiality Agreement and shall be permitted under the Confidentiality Agreementparticular materials altogether.