Common use of Announcements; Confidentiality Clause in Contracts

Announcements; Confidentiality. Prior to the Closing Date, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the transactions contemplated by this Agreement shall be issued or made by Buyer or Seller or any Subsidiary without the joint approval of Buyer and Seller; provided that a press release or other public announcement, statement or comment made without such joint approval shall not be in violation of this Section if it is made in order to comply with applicable securities Laws or stock exchange policies and in the reasonable judgment of the party making such release or announcement, based upon advice of independent counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a timely enough fashion to comply with such Laws or policies, provided that in all instances prompt notice from one party to the other shall be given with respect to any such release, announcement, statement or comment. Subject to the foregoing, the parties hereto recognize and agree that all information, instruments, documents and details concerning the businesses of Buyer, Seller and the Subsidiaries are strictly confidential, and Seller and Buyer expressly covenant and agree with each other that, prior to and after the Closing, they will not, nor will they allow any of their respective officers, directors, employees, representatives or agents (including professional advisors) to disclose or publicly comment upon any matters relating to the business of the other or relating to this Agreement, including, without limitation, the terms, timing or progress of the transactions contemplated hereby, or its negotiation, terms, provisions or conditions, including Purchase Price, except for disclosure to their respective professional advisors (who shall agree not to disclose the same) which is reasonably necessary to effectuate the Transactions contemplated hereby and in a manner consistent with the provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, except in connection with filings to obtain Licenses necessary for consummation of the Transactions (but subject to Section 5.2) and except as may be required by any Laws (based on advice of independent counsel), Buyer shall not (nor shall Buyer allow any of its officers, directors, employees, representatives or agents to), without the prior written consent of Seller (in Seller's sole and absolute discretion), disclose to or otherwise discuss with any person, regulatory board, fiscal intermediary or other entity Buyer's proposed purchase of the Transferred Assets, Seller's proposed sale of the Transferred Assets, the contents of this Agreement or the negotiation of this Agreement. Each party shall keep all information obtained from the other either before or after the date of this Agreement confidential, and neither party shall reveal such information to, nor produce copies of any written information for, any person outside its management group or its lenders, attorneys, accountants, investment bankers and other professional advisors without the prior written consent of the other party, unless such party is compelled to disclose such information by judicial or administrative process or by any other requirements of Law. If the Transactions contemplated by this Agreement should fail to close for any reason, each party shall return to the other as soon as practicable all originals and copies of written information provided to such party by or on behalf of the other party and none of such information shall be used by either party, or their employees, agents or representatives in the business operations of any person. Notwithstanding the foregoing, each party's obligations under this Section shall not apply to any information or document which is or becomes available to the public other than as a result of a disclosure by the other party in violation of this Agreement or other obligation of confidentiality under which such information may be held or becomes available to the party on a non-confidential basis from a source other than the other party or its officers, directors, employees, representatives or agents. The parties' obligations under this Section shall survive the termination of this Agreement. Nothing in this Section shall, or is intended to, impair or modify any of the rights or obligations of Buyer or its Affiliates under that certain confidentiality agreement dated ______________, 1997, all of which remain in effect until termination of such letter agreement in accordance with its terms. Notwithstanding the foregoing, however, Buyer may provide information concerning the Transferred Assets constituting Seller's institutional pharmacy business to potential purchasers thereof so long as Buyer obtains a confidentiality agreement (which shall name HEALTHSOUTH and Seller as third party beneficiaries) containing substantially the same terms as the confidentiality agreement between HEALTHSOUTH and Buyer.

Announcements; Confidentiality. Prior Subject to Section 7.1, prior to the Closing Date, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the transactions contemplated by this Agreement Transactions shall be issued or made by Buyer either Purchaser or Seller without first consulting with the other Parties concerning the content and timing of any such announcement and taking into account any reasonably requested modifications as to the content or any Subsidiary without the joint approval of Buyer and Sellertiming thereof; provided that a press release or other public announcement, regulatory filing, statement or comment made without such joint approval prior consultation shall not be in violation of this Section 7.10 if it is made in order for the disclosing Party or any of its Affiliates to comply with applicable securities Laws or stock exchange policies rules and in the reasonable judgment of the party Party making such release or announcement, based upon advice of independent counsel, prior review and joint approvalconsultation, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a sufficiently timely enough fashion to comply with such Laws or policies, rules; and provided further that in all instances prompt notice from one party Party to the other shall be given with respect to any such release, announcement, statement or comment. Subject to the foregoing, the parties hereto recognize and agree that all information, instruments, documents and details concerning the businesses In respect of Buyer, Seller and the Subsidiaries are strictly confidential, and Seller and Buyer expressly covenant and agree with each other that, prior to and after the Closing, they will not, nor will they allow any of their respective officers, directors, employees, representatives or agents information (including professional advisorsi) to disclose or publicly comment upon any matters relating to the business of the other or relating to this Agreement, including, without limitation, the terms, timing or progress of the transactions contemplated hereby, or its negotiation, terms, provisions or conditions, including Purchase Price, except for disclosure to their respective professional advisors (who shall agree not to disclose the same) which is reasonably necessary to effectuate the Transactions contemplated hereby and in a manner consistent with the provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, except in connection with filings to obtain Licenses necessary for consummation of the Transactions (but subject to Section 5.2) and except as may be required by any Laws (based on advice of independent counsel), Buyer shall not (nor shall Buyer allow any of its officers, directors, employees, representatives or agents to), without the prior written consent of Seller (in Seller's sole and absolute discretion), disclose to or otherwise discuss with any person, regulatory board, fiscal intermediary or other entity Buyer's proposed purchase of the Transferred Assets, Seller's proposed sale of the Transferred Assets, the contents of this Agreement or the negotiation of this Agreement. Each party shall keep all information obtained from the other either before or after the date of this Agreement confidentialor (ii) related to any Purchaser's proposed purchase of the Purchased Assets, Seller's proposed sale of the Purchased Assets, the contents of this Agreement or any of the Ancillary Agreements or the negotiation of this Agreement or any of the Ancillary Agreements, each Party shall (A) keep confidential all such information not otherwise available to such Party as a result of being a STP Owner, and neither party none of the Parties shall reveal such information to, nor produce copies of any written information for, any person Person outside its management group or its lenders, attorneys, accountants, investment bankers and other professional advisors (including lenders and prospective financing sources) without the prior written consent of the other party, unless such party is compelled to disclose Parties and (B) keep confidential all such information available to such Party as a result of being a current STP Owner to the same extent and in accordance with the confidentiality provisions in the applicable STP Project Documents; provided, however, that a Party may disclose information if compelled by judicial or administrative process or by any other requirements of Law, or disclosure is reasonably necessary to obtain the approval of any Governmental Authority or third party necessary to consummate the Transactions. If the Transactions contemplated by this Agreement in respect of any Purchaser should fail to close for any reason, each party of Seller and such Purchaser shall return to the other as soon as practicable all originals and copies of written or recorded information provided to such party Party by or on behalf of the other party Party and none of such information shall be used by either partysuch Party, or their its employees, agents or representatives representatives, in the business or operations of any personPerson. Notwithstanding the foregoing, (w) Texas Genco may provide copies of this Agreement to GC Power Acquisition LLC and any of its officers, directors, employees, representatives or agents (it being understood that GC Power Acquisition LLC shall be informed by Texas Genco of the confidential nature of such information and shall be directed by Texas Genco, and shall expressly agree, to treat such information confidentially in accordance with this Agreement), (x) after the Effective Date, Seller may provide copies of this Agreement to Cameco Corporation, any of Cameco Corporation's subsidiaries, including Cameco South Texas Project LP, and any of its or their officers, directors, employees, representatives or agents, (y) each partyParty's obligations under this Section 7.10 shall not apply to any information or document which insofar as it is or becomes the subject of a subpoena or other legal process or otherwise is or becomes available to the public other than as a result of a disclosure by the other party Party in violation of this Agreement or other obligation of confidentiality under which such information may be held or becomes available to the party Party on a non-confidential basis from a source other than the other party Party or its officers, directors, employees, representatives or agentsagents and (z) except as may be required by Law, the Parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement in connection with any filing with or disclosure to any Governmental Authority. The partiesParties' obligations under this Section 7.10 shall survive for seven (7) years following the termination Closing Date or the Termination Date, as applicable; provided that, from and after the Closing Date at which the Transactions in respect of all of the STP Interest shall have been consummated, the obligations of each Purchaser under this Section 7.10, to the extent relating to any Due Diligence Materials, shall be deemed to be governed by the applicable provisions of the STP Project Documents and shall no longer be governed by the provisions of this Agreement. Nothing in this Section shall, or is intended to, impair or modify any of the rights or obligations of Buyer or its Affiliates under that certain confidentiality agreement dated ______________, 1997, all of which remain in effect until termination of such letter agreement in accordance with its terms. Notwithstanding the foregoing, however, Buyer may provide information concerning the Transferred Assets constituting Seller's institutional pharmacy business to potential purchasers thereof so long as Buyer obtains a confidentiality agreement (which shall name HEALTHSOUTH and Seller as third party beneficiaries) containing substantially the same terms as the confidentiality agreement between HEALTHSOUTH and Buyer7.10.

Announcements; Confidentiality. Prior to the Closing DateExcept as required by law, no press or other public announcement, or public statement or comment in response to neither Buyer nor Seller may issue any inquiry, relating to the transactions contemplated by this Agreement shall be issued or made by Buyer or Seller or any Subsidiary without the joint approval of Buyer and Seller; provided that a press release or other otherwise make any public announcement, statement or comment made without such joint approval shall not be in violation of this Section if it is made in order to comply with applicable securities Laws or stock exchange policies and in the reasonable judgment of the party making such release or announcement, based upon advice of independent counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a timely enough fashion to comply with such Laws or policies, provided that in all instances prompt notice from one party to the other shall be given with respect to any such release, announcement, statement or comment. Subject to the foregoing, the parties hereto recognize and agree that all information, instruments, documents and details concerning the businesses of Buyer, Seller and the Subsidiaries are strictly confidential, and Seller and Buyer expressly covenant and agree with each other that, prior to and after the Closing, they will not, nor will they allow any of their respective officers, directors, employees, representatives or agents (including professional advisors) to disclose or publicly comment upon any matters relating to the business of the other or relating to this Agreement, including, without limitation, the terms, timing or progress of the transactions contemplated hereby, or its negotiation, terms, provisions or conditions, including Purchase Price, except for disclosure to their respective professional advisors (who shall agree not to disclose the same) which is reasonably necessary to effectuate the Transactions contemplated hereby and in a manner consistent with the provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, except in connection with filings to obtain Licenses necessary for consummation of the Transactions (but subject to Section 5.2) and except as may be required by any Laws (based on advice of independent counsel), Buyer shall not (nor shall Buyer allow any of its officers, directors, employees, representatives or agents to)transaction, without the prior written consent of Seller (in Seller's sole and absolute discretion), disclose to or otherwise discuss with any person, regulatory board, fiscal intermediary or other entity Buyer's proposed purchase of the Transferred Assets, Seller's proposed sale of the Transferred Assets, the contents of this Agreement or the negotiation of this Agreement. Each party shall keep all information obtained from the other either before or after the date of this Agreement confidential, and neither party shall reveal such information to, nor produce copies of any written information for, any person outside its management group or its lenders, attorneys, accountants, investment bankers and other professional advisors without the prior written consent of the other party, unless such not to be unreasonably withheld, conditioned or delayed. Additionally, Buyer and Seller agree that the existence, terms and conditions of this Agreement shall be kept strictly confidential; provided, that (i) each party is compelled may disclose the existence, terms, and conditions of this Agreement to its officers, directors and members, (ii) each party may disclose such information by judicial the existence, terms and conditions of this Agreement to its employees and outside advisors on a need-to-know basis in connection with the matters discussed in this Agreement, and (iii) each party may disclose the existence, terms, and conditions of this Agreement as necessary to enforce its rights hereunder or administrative process as required pursuant to subpoena, court order or by any applicable governmental laws, regulations or other requirements of Law. If (however, to the Transactions contemplated extent permitted by this Agreement should fail to close for any reasonapplicable law, each the disclosing party shall return to the other as soon as practicable all originals and copies of written information provided to such party by or on behalf of promptly notify the other party and none of such information requirement and shall be used by either party, assist the other party in obtaining a protective order or their employees, agents or representatives in the business operations of any personequivalent). Notwithstanding the foregoing, each party's obligations under this Section shall not apply to any information or document which is or becomes available either party may produce to the public other than as New Jersey Division of Taxation (referred to in Section 11.12 below) a result copy of the Agreement or a disclosure by memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party in violation of to execute this Agreement or other obligation of confidentiality under which such information may be held or becomes available to the party on a non-confidential basis from a source other than the other party or its officers, directors, employees, representatives or agents. The parties' obligations under this Section and shall survive the termination of this Agreement. Nothing Effective upon the Closing, the Confidentiality Agreement shall automatically terminate without any further action of either party. From and after Closing, Seller shall hold in confidence and shall not, except with Buyer’s written consent or as required by law or Governmental Authority or in accordance with the confidentiality provision in the Tank Storage Agreement or to the extent necessary, on a need to know basis, to comply with the obligations of Seller in this Section shall, or is intended to, impair or modify any Agreement including all of the rights Schedules and Exhibits hereto, disclose or obligations of Buyer permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates under that certain confidentiality agreement dated ______________, 1997, all of which remain in effect until termination of such letter agreement in accordance with its terms. Notwithstanding the foregoing, however, Buyer may provide information concerning the Transferred Assets constituting Seller's institutional pharmacy business to potential purchasers thereof so long have retained as Buyer obtains a confidentiality agreement (which shall name HEALTHSOUTH and Seller as third party beneficiaries) containing substantially the same terms as the confidentiality agreement between HEALTHSOUTH and Buyerpermitted hereunder.

Announcements; Confidentiality. Prior to the Closing DateConsummation, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the transactions contemplated by this Agreement Transaction shall be issued or made by Buyer the Purchaser or the Seller or any Subsidiary without the prior joint written approval of Buyer both the Purchaser and the Seller; provided that a press release or other public announcement, regulatory filing, statement or comment made without such joint written approval shall not be in violation of this Section if it is made in order for the disclosing Party or any of its Affiliates to comply with applicable securities Laws laws or stock exchange policies and in the reasonable judgment of the party making such release or announcement, based upon advice of independent counsel, prior review regulations; and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a timely enough fashion to comply with such Laws or policies, provided further that in all instances prompt prior notice from one party Party to the other shall be given with respect to any such release, announcement, statement or comment. Subject comment to the foregoing, extent reasonably practicable under the parties hereto recognize and agree that all information, instruments, documents and details concerning the businesses of Buyer, Seller and the Subsidiaries are strictly confidential, and Seller and Buyer expressly covenant and agree with each other that, prior to and after the Closing, they will not, nor will they allow any of their respective officers, directors, employees, representatives or agents (including professional advisors) to disclose or publicly comment upon any matters relating to the business of the other or relating to this Agreement, including, without limitation, the terms, timing or progress of the transactions contemplated hereby, or its negotiation, terms, provisions or conditions, including Purchase Price, except for disclosure to their respective professional advisors (who shall agree not to disclose the same) which is reasonably necessary to effectuate the Transactions contemplated hereby and in a manner consistent with the provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, except in connection with filings to obtain Licenses necessary for consummation of the Transactions (but subject to Section 5.2) and except as may be required by any Laws (based on advice of independent counsel), Buyer shall not (nor shall Buyer allow any of its officers, directors, employees, representatives or agents to), without the prior written consent of Seller (in Seller's sole and absolute discretion), disclose to or otherwise discuss with any person, regulatory board, fiscal intermediary or other entity Buyer's proposed purchase of the Transferred Assets, Seller's proposed sale of the Transferred Assets, the contents of this Agreement or the negotiation of this Agreementcircumstances. Each party Party shall keep all information (i) obtained from the other either before or after the date of this Agreement Agreement, or (ii) related to the Transaction confidential, and neither party Party shall reveal such information to, nor produce copies of any written information for, or utilize such information in connection with any person outside direct negotiation or other communication with, any Person other than its management group or its lendersprofessional advisors, attorneys, accountants, investment bankers lenders and other professional advisors prospective financing sources without the prior written consent of the other partyParty, unless such party Party is compelled to disclose such information by judicial or administrative process or by any other requirements of Lawlaw, or disclosure is reasonably necessary to obtain the approval of any governmental authority or third party necessary to consummate the Transaction. If the Transactions contemplated by this Agreement should fail to close for any reason, each party shall return to the other as soon as practicable all originals The Seller acknowledges that Frontera is located in ERCOT and copies of written information provided to such party by or on behalf is a competitor of the other party TIE Assets. The Seller shall, and none shall cause its Seller Post Consummation Affiliates to, instruct (in writing or electronically) all of its and their respective employees that the Seller is under a contractual obligation not to use such Confidential TIE Information for the benefit of Frontera, and the Seller agrees that neither the Seller, any Seller Post Consummation Affiliate nor any of their respective employees shall use any Confidential TIE Information or any information obtained under Subsection 9(d) hereof for the benefit of Frontera or otherwise for the competitive advantage of the Seller or any Seller Post Consummation Affiliate. The Seller shall be used by either partyprovide the Purchaser with a copy of the aforementioned instruction. The Seller shall, or their employeesand shall cause each Seller Post Consummation Affiliate to, agents or representatives treat as confidential all Confidential TIE Information, and use at least the same degree of care in protecting such Confidential TIE Information as it uses to protect the business operations confidentiality of its own proprietary information in order to prevent the disclosure of any personConfidential TIE Information to any third party except as otherwise permitted in this Section (including without limitation pursuant to Subsection 9(d) below) or otherwise authorized, in writing, by the Purchaser. Notwithstanding the foregoing, each party's obligations under this Section shall not apply the following disclosures of Confidential TIE Information by Seller or an Affiliate thereof are expressly permitted: (i) disclosures pursuant to securities laws, exchange listing standards or other similar or related regulations, to be made in the Seller’s or any information Seller Post Consummation Affiliate’s (as the case may be) sole discretion; (ii) disclosures to judicial, regulatory or document which is administrative entities in connection with a proceeding before such entity or becomes available to maintain compliance with, or to prevent violation of law, and (iii) disclosures to legal counsel of the public Seller or any Seller Post Consummation Affiliate; provided that in the event the Seller or any Seller Post Consummation Affiliate (as the case may be) desires to disclose Confidential TIE Information other than as a result to its or their legal counsel in accordance with clause (iii) above, such party must (a) provide the Purchaser with prompt notice thereof, (b) consult with the Purchaser on the advisability of a disclosure by taking steps to resist or narrow such disclosure, and (c) cooperate with the other party Purchaser in violation any attempt that the Purchaser or any of this Agreement its Affiliates may make to obtain an order or other obligation of confidentiality under which such information may reliable assurance that confidential treatment will be held or becomes available to the party on a non-confidential basis from a source other than the other party or its officers, directors, employees, representatives or agentsaccorded thereto. The parties' Parties’ obligations under this Section shall survive the termination of this Agreement. Nothing in this Section shall, or is intended to, impair or modify any Agreement for a period of the rights or obligations of Buyer or its Affiliates under that certain confidentiality agreement dated ______________, 1997, all of which remain in effect until termination of such letter agreement in accordance with its terms. Notwithstanding the foregoing, however, Buyer may provide information concerning the Transferred Assets constituting Seller's institutional pharmacy business to potential purchasers thereof so long as Buyer obtains a confidentiality agreement four (which shall name HEALTHSOUTH and Seller as third party beneficiaries4) containing substantially the same terms as the confidentiality agreement between HEALTHSOUTH and Buyeryears.

Announcements; Confidentiality. Prior Subject to Section 5.1, prior to the Closing Date, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the transactions contemplated by this Agreement shall be issued or made by Buyer or Seller or any Subsidiary without the joint approval of Buyer and Seller; provided that a press release or other public announcement, regulatory filing, statement or comment made without such joint approval shall not be in violation of this Section if it is made in order to comply with applicable securities Laws or stock exchange policies and in the reasonable judgment of the party making such release or announcement, based upon advice of independent counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a timely enough fashion to comply with such Laws or policies, provided that in all instances prompt notice from one party to the other shall be given with respect to any such release, announcement, statement or comment. Subject to Each party shall keep all information (i) obtained from the foregoing, the parties hereto recognize and agree that all information, instruments, documents and details concerning the businesses of Buyer, Seller and the Subsidiaries are strictly confidential, and Seller and Buyer expressly covenant and agree with each other that, prior to and either before or after the Closing, they will not, nor will they allow any date of their respective officers, directors, employees, representatives or agents (including professional advisors) to disclose or publicly comment upon any matters relating to the business of the other or relating to this Agreement, including, without limitation, the terms, timing or progress of the transactions contemplated hereby, or its negotiation, terms, provisions or conditions, including Purchase Price, except for disclosure (ii) related to their respective professional advisors (who shall agree not to disclose the same) which is reasonably necessary to effectuate the Transactions contemplated hereby and in a manner consistent with the provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, except in connection with filings to obtain Licenses necessary for consummation of the Transactions (but subject to Section 5.2) and except as may be required by any Laws (based on advice of independent counsel), Buyer shall not (nor shall Buyer allow any of its officers, directors, employees, representatives or agents to), without the prior written consent of Seller (in Seller's sole and absolute discretion), disclose to or otherwise discuss with any person, regulatory board, fiscal intermediary or other entity Buyer's proposed purchase of the Transferred Assets, Seller's proposed sale of the Transferred Assets, the contents of this Agreement or the negotiation of this Agreement. Each party shall keep all information obtained from the other either before or after the date of this Agreement confidential, and neither party shall reveal such information to, nor produce copies of any written information for, any person Person outside its management group or its lenders, attorneys, accountants, investment bankers and other professional advisors (including lenders and prospective financing sources) without the prior written consent of the other party, unless such party is compelled to disclose such information by judicial or administrative process or by any other requirements of LawLaw or disclosure is reasonably necessary to obtain a License or a consent. If the Transactions contemplated by this Agreement should fail to close for any reason, each party shall return to the other as soon as practicable all originals and copies of written or recorded information provided to such party by or on behalf of the other party and none of such information shall be used by either such party, or their its employees, agents or representatives representatives, in the business operations of any personPerson. Notwithstanding the foregoing, (i) each party's obligations under this Section shall not apply to any information or document which is or becomes the subject of a subpoena or other legal process or otherwise is or becomes available to the public other than as a result of a disclosure by the other party in violation of this Agreement or other obligation of confidentiality under which such information may be held or becomes available to the party on a non-confidential basis from a source other than the other party or its officers, directors, employees, representatives or agents, and (ii) except as may be required by Law, the parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement in connection with any filing with or disclosure to any Governmental Body. The parties' obligations under this Section shall survive the termination of this Agreement. Nothing in this Section shall, or is intended to, impair or modify any of the rights or obligations of Buyer or its Affiliates under that certain the confidentiality agreement dated ______________as of April 16, 19972001 entered into in connection with the Auction, all of which remain in effect until termination of such letter agreement in accordance with its terms. Notwithstanding the foregoing, however, Buyer may provide information concerning the Transferred Assets constituting Seller's institutional pharmacy business to potential purchasers thereof so long as Buyer obtains a confidentiality agreement (which shall name HEALTHSOUTH and Seller as third party beneficiaries) containing substantially the same terms as the confidentiality agreement between HEALTHSOUTH and Buyer.

Announcements; Confidentiality. Prior to The Parties acknowledge that from and after the Closing Effective Date, no press release or other public announcement, or public statement or comment in response to any inquiry, relating to the transactions Transactions contemplated by this Agreement shall be issued or made by Buyer any Purchaser or Seller Seller, or any Subsidiary their respective Affiliates, without the joint written approval of Buyer both Purchasers and SellerSellers; provided provided, that a press release or other public announcement, or public statement or comment in response to any inquiry, made without such joint approval shall not be in violation of this Section 6.9 if it is made in order for the disclosing Party or any of its Affiliates to comply with applicable securities Laws or stock exchange policies and regulations or to comply with Section 6.5, and in the reasonable judgment of the party Party making such release or announcement, is based upon advice of independent counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a timely enough fashion to comply with such Laws or policiespolicies or to comply with Section 6.5; and provided, provided further, that in all instances prompt written notice from one party Party to the other shall be given with respect to any such release, announcement, statement or comment. Subject to Unless previously approved in writing by the foregoingother Party, the parties hereto recognize and agree that each Party shall keep confidential all informationinformation (whether in oral or written form, instruments, documents and details concerning the businesses of Buyer, Seller and the Subsidiaries are strictly confidential, and Seller and Buyer expressly covenant and agree with each other that, prior to and after the Closing, they will not, nor will they allow any of their respective officers, directors, employees, representatives electronically stored or agents otherwise) (including professional advisorsi) to disclose obtained from or publicly comment upon any matters relating to the business on behalf of the other or relating to this Agreement, including, without limitation, the terms, timing or progress of the transactions contemplated hereby, or its negotiation, terms, provisions or conditions, including Purchase Price, except for disclosure to their respective professional advisors (who shall agree not to disclose the same) which is reasonably necessary to effectuate the Transactions contemplated hereby and in a manner consistent with the provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, except in connection with filings to obtain Licenses necessary for consummation of the Transactions (but subject to Section 5.2) and except as may be required by any Laws (based on advice of independent counsel), Buyer shall not (nor shall Buyer allow any of its officers, directors, employees, representatives or agents to), without the prior written consent of Seller (in Seller's sole and absolute discretion), disclose to or otherwise discuss with any person, regulatory board, fiscal intermediary or other entity Buyer's proposed purchase of the Transferred Assets, Seller's proposed sale of the Transferred Assets, the contents of this Agreement or the negotiation of this Agreement. Each party shall keep all information obtained from the other Party either before or after the date of this Agreement; (ii) related to the Purchasers’ proposed purchase of the Partnership Interests, Sellers’ proposed sale of the Partnership Interests, the contents of this Agreement confidentialand the Ancillary Agreements, or the negotiation of this Agreement and the Ancillary Agreements; or (iii) related in any way whatsoever to this Agreement or the Ancillary Agreements (referred to herein collectively as “Confidential Information”). Notwithstanding the above, (a) a Party may disclose the Confidential Information to its management group, professional advisors (including lenders and prospective financing sources and their respective counsel), employees, agents, or representatives who need to know such Confidential Information to evaluate the Transactions contemplated hereby, are informed of its confidential nature, and neither party shall reveal such information to, nor produce copies of any written information foragree to abide by this Section 6.9 and (b) from and after the Closing, any person outside its management group or its lendersinformation about the Company and the Facility shall, attorneyswith respect to the Purchasers, accountants, investment bankers and other professional advisors without the prior written consent of the other party, unless such party no longer constitute Confidential Information. If a Party is compelled to disclose such information Confidential Information by judicial or administrative process or by any other requirements of Law. If , or disclosure is reasonably necessary to obtain the approval of any Governmental Authority or third party necessary to consummate the Transactions contemplated hereby, the Party will provide the other Party with prompt written notice of any such request or requirement and assist the other Party, at the other Party’s expense, in obtaining an appropriate protective order or other appropriate remedy or waive compliance with this Section 6.9; provided, however, whether or not such order or other remedy is obtained, the Party requested or required to disclose Confidential Information shall disclose only that portion of the Confidential Information that it is advised by this Agreement should fail counsel that it is legally required to close for any reasonso disclose or that is necessary to obtain the applicable approval, each party and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Upon the written request of a Party, the other Party shall return to or destroy promptly, at the other as soon as practicable request and option of the Party, all originals and copies of written information or recorded Confidential Information provided to such party Party by or on behalf of the other party Party and none of no such information Confidential Information shall be used by either partysuch Party, or their its employees, agents or representatives representatives, in the business or operations of any personPerson. Notwithstanding the foregoing, (1) each party's Party’s obligations under this Section 6.9 shall not apply to any information or document which is or insofar as it (A) was already known by such Party prior to the date of disclosure hereunder; (B) becomes available to the public other than as a result of a disclosure by the other party Party in violation of this Agreement or other obligation of confidentiality under which such information may be held held; or (C) becomes available to the party Party on a non-confidential basis from a source other than the other party Party or its officers, directors, employees, representatives or agents, and (2) except as may be required by Law, the Parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement in connection with any filing with or disclosure to any Governmental Authority. The parties' Confidentiality Agreement shall be superseded by this Agreement effective as of the Effective Date, and the Parties’ obligations under this Section 6.9 shall survive the termination of this Agreement. Nothing in this Section shall, or is intended to, impair or modify any of the rights or obligations of Buyer or its Affiliates under that certain confidentiality agreement dated ______________, 1997, all of which remain in effect until termination of such letter agreement in accordance with its terms. Notwithstanding the foregoing, however, Buyer may provide information concerning the Transferred Assets constituting Seller's institutional pharmacy business to potential purchasers thereof so long as Buyer obtains a confidentiality agreement (which shall name HEALTHSOUTH and Seller as third party beneficiaries) containing substantially the same terms as the confidentiality agreement between HEALTHSOUTH and Buyer.