Common use of Announcements; Confidentiality Clause in Contracts

Announcements; Confidentiality. Except as required by law, neither Buyer nor Seller may issue any press release or otherwise make any public statement with respect to this transaction, without the prior consent of the other party, 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 may disclose the existence, terms, and conditions of this Agreement to its officers, directors and members, (ii) each party may disclose 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 as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, to the extent permitted by applicable law, the disclosing party shall promptly notify the other party of such requirement and shall assist the other party in obtaining a protective order or equivalent). Notwithstanding the foregoing, either party may produce to the New Jersey Division of Taxation (referred to in Section 11.12 below) a copy of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party to execute this Agreement and shall survive termination of this Agreement. 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 Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunder.

Announcements; Confidentiality. Except as required 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 law, neither this Agreement shall be issued or made by Buyer nor or Seller may issue or any Subsidiary without the joint approval of Buyer and Seller; provided that a press release or otherwise make any 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 transactionAgreement, 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, not unless such party is compelled to be unreasonably withheld, conditioned disclose such information by judicial or delayedadministrative process or by any other requirements of Law. Additionally, Buyer and Seller agree that If the existence, terms and conditions of Transactions contemplated by this Agreement shall be kept strictly confidential; providedshould fail to close for any reason, that (i) each party may disclose the existence, terms, and conditions of this Agreement to its officers, directors and members, (ii) each party may disclose 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 as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, shall return to the extent permitted other as soon as practicable all originals and copies of written information provided to such party by applicable law, the disclosing party shall promptly notify or on behalf of the other party and none of such requirement and information shall assist be used by either party, or their employees, agents or representatives in the other party in obtaining a protective order or equivalent)business operations of any person. Notwithstanding the foregoing, either party may produce each party's obligations under this Section shall not apply to any information or document which is or becomes available to the New Jersey Division public other than as a result of Taxation (referred to in Section 11.12 below) a copy of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for disclosure by the other party to execute in violation of this Agreement and 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. Effective upon Nothing in this Section shall, or is intended to, impair or modify any of the Closingrights or obligations of Buyer or its Affiliates under that certain confidentiality agreement dated ______________, the Confidentiality Agreement shall automatically terminate without any further action 1997, all of either party. From and after Closing, Seller shall hold which remain in confidence and shall not, except with Buyer’s written consent or as required by law or Governmental Authority or 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 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 Agreement including all of the Schedules agreement between HEALTHSOUTH and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunderBuyer.

Announcements; Confidentiality. Except 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 shall be issued or made by 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 required by law, neither Buyer nor Seller may issue any to the content or timing thereof; provided that a press release or otherwise make other public announcement, regulatory filing, statement or comment made without such prior consultation shall not be in violation of this Section 7.10 if it is made in order for the disclosing Party or any public statement of its Affiliates to comply with applicable Laws or stock exchange rules and in the reasonable judgment of the Party making such release or announcement, based upon advice of counsel, prior consultation, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a sufficiently timely fashion to comply with such Laws or rules; and provided further 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. In respect of information (i) obtained from the other either before or after the date of this transactionAgreement or (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 none of the Parties shall reveal such information to, nor produce copies of any written information for, any Person outside its management group or its professional advisors (including lenders and prospective financing sources) without the prior written consent of the other party, not Parties and (B) keep confidential all such information available to be unreasonably withheld, conditioned or delayed. Additionally, Buyer such Party as a result of being a current STP Owner to the same extent and Seller agree that in accordance with the existence, terms and conditions of this Agreement shall be kept strictly confidentialconfidentiality provisions in the applicable STP Project Documents; provided, however, that (i) each party a Party may disclose the existenceinformation if compelled by judicial or administrative process or by any other requirements of Law, terms, and conditions of this Agreement to its officers, directors and members, (ii) each party may disclose 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 or disclosure is reasonably necessary to enforce its rights hereunder obtain the approval of any Governmental Authority or as required pursuant third party necessary to subpoenaconsummate the Transactions. If the Transactions in respect of any Purchaser should fail to close for any reason, court order or applicable governmental laws, regulations or other requirements (however, each of Seller and such Purchaser shall return to the extent permitted other as soon as practicable all originals and copies of written or recorded information provided to such Party by applicable law, the disclosing party shall promptly notify or on behalf of the other party Party and none of such requirement and information shall assist be used by such Party, or its employees, agents or representatives, in the other party in obtaining a protective order business or equivalent)operations of any Person. Notwithstanding the foregoing, either party (w) Texas Genco may produce provide copies of this Agreement to the New Jersey Division GC Power Acquisition LLC and any of Taxation its officers, directors, employees, representatives or agents (referred to in Section 11.12 below) a copy it being understood that GC Power Acquisition LLC shall be informed by Texas Genco of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party to execute this Agreement confidential nature of such information and shall survive termination of this Agreement. Effective upon the Closingbe directed by Texas Genco, the Confidentiality Agreement shall automatically terminate without any further action of either party. From and after Closing, Seller shall hold in confidence and shall notexpressly agree, except with Buyer’s written consent or as required by law or Governmental Authority or to treat such information confidentially in accordance with this Agreement), (x) after the confidentiality provision 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 Party's obligations under this Section 7.10 shall not apply to any information or document 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 in the Tank Storage 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 (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 Parties' obligations under this Section 7.10 shall survive for seven (7) years following the 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 necessaryrelating to any Due Diligence Materials, on a need shall be deemed to know basis, to comply with be governed by the obligations of Seller in this Agreement including all applicable provisions of the Schedules STP Project Documents and Exhibits hereto, disclose or permit to shall no longer be disclosed any non-public information regarding governed by the Facility that Seller or its Affiliates may have retained as permitted hereunderprovisions of this Section 7.10.

Announcements; Confidentiality. Except as required Prior to the Consummation, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the Transaction shall be issued or made by law, neither Buyer nor the Purchaser or the Seller may issue any without the prior joint written approval of both the Purchaser and the Seller; provided that a press release or otherwise make 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 public statement of its Affiliates to comply with applicable laws or stock exchange policies and regulations; and provided further that in all instances prior notice from one Party to the other shall be given with respect to any such release, announcement, statement or comment to the extent reasonably practicable under the circumstances. Each Party shall keep all information (i) obtained from the other either before or after the date of this transactionAgreement, or (ii) related to the Transaction confidential, and neither Party shall reveal such information to, nor produce copies of any written information for, or utilize such information in connection with any direct negotiation or other communication with, any Person other than its professional advisors, lenders and prospective financing sources without the prior written consent of the other partyParty, unless such Party is compelled to disclose such information 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 Transaction. The Seller acknowledges that Frontera is located in ERCOT and is a competitor of the TIE Assets. The Seller shall, and 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 be unreasonably withhelduse such Confidential TIE Information for the benefit of Frontera, conditioned 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 delayedany 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. AdditionallyThe Seller shall provide the Purchaser with a copy of the aforementioned instruction. The Seller shall, Buyer and shall cause each Seller agree that Post Consummation Affiliate to, treat as confidential all Confidential TIE Information, and use at least the existencesame degree of care in protecting such Confidential TIE Information as it uses to protect the confidentiality of its own proprietary information in order to prevent the disclosure of any Confidential 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, terms and conditions in writing, by the Purchaser. Notwithstanding the foregoing, the following disclosures of this Agreement shall be kept strictly confidential; provided, that Confidential TIE Information by Seller or an Affiliate thereof are expressly permitted: (i) each party disclosures pursuant to securities laws, exchange listing standards or other similar or related regulations, to be made in the Seller’s or any Seller Post Consummation Affiliate’s (as the case may disclose the existence, terms, and conditions of this Agreement to its officers, directors and members, be) sole discretion; (ii) each party may disclose the existencedisclosures to judicial, terms and conditions of this Agreement to its employees and outside advisors on a need-to-know basis regulatory or administrative entities in connection with the matters discussed in this Agreementa proceeding before such entity or to maintain compliance with, or to prevent violation of law, and (iii) each disclosures to legal counsel of the 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 to its or their legal counsel in accordance with clause (iii) above, such party may disclose must (a) provide the existencePurchaser with prompt notice thereof, terms(b) consult with the Purchaser on the advisability of taking steps to resist or narrow such disclosure, and conditions (c) cooperate with the Purchaser in any attempt that the Purchaser or any of its Affiliates may make to obtain an order or other reliable assurance that confidential treatment will be accorded thereto. The Parties’ obligations under this Section shall survive the termination of this Agreement as necessary to enforce its rights hereunder or as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements for a period of four (however, to the extent permitted by applicable law, the disclosing party shall promptly notify the other party of such requirement and shall assist the other party in obtaining a protective order or equivalent). Notwithstanding the foregoing, either party may produce to the New Jersey Division of Taxation (referred to in Section 11.12 below4) a copy of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party to execute this Agreement and shall survive termination of this Agreement. 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 Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunderyears.

Announcements; Confidentiality. Except as required by law(a) None of the Relevant Parties may represent any Investor's views on any matter, neither Buyer nor Seller may issue or use any press release Investor's name in any written material provided to third parties, without such Investor's prior written consent. (b) No Relevant Party shall: (i) disclose any information either in writing or otherwise make orally to any public statement with respect Person which is not a Party to this transactionAgreement; or make or issue a public announcement, without communication or circular, about the prior consent subscription by the Investors or the subject matter of, or the transactions referred to in, this Agreement or any other Transaction Document, including by way of press release, promotional and publicity materials, posting of information on websites, granting of interviews or other communications with the press, or otherwise, other partythan: (A) to such of its, not officers, employees and advisers as reasonably require such information in connection with subscription by the Investors or to be unreasonably withheld, conditioned or delayed. Additionally, Buyer and Seller agree that comply with the existence, terms and conditions of this Agreement shall be kept strictly confidentialor any other Transaction Document; provided, that (iB) each party may disclose to the existence, terms, and conditions extent required by law or regulation (including the rules of this Agreement any stock exchange on which such Relevant Party’s shares are listed); (C) to its officers, directors and members, (ii) each party may disclose 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 extent required for it to enforce its rights hereunder under this Agreement; and (D) with the prior written consent of each Investor. Before any information is disclosed or as required any public announcement, communication or circulation made or issued pursuant to subpoenathis Section 8.06 (a), court order such Relevant Party must consult with each Investor in advance about the timing, manner and content of the disclosure, announcement, communication or applicable governmental laws, regulations or other requirements circulation (however, as the case may be). (c) Each Relevant Party shall expressly inform any Person to whom it discloses any information under Section 8.06 (a) of the extent permitted by applicable law, the disclosing party shall promptly notify the other party restrictions set out in Section 8.06 (a) with regards disclosure of such requirement information and shall assist procure their compliance with the other party in obtaining a protective order or equivalent). Notwithstanding the foregoing, either party may produce terms of this Section 8.06 as if they each were Party to the New Jersey Division of Taxation (referred to in Section 11.12 below) a copy this Agreement as such Relevant Party and such Relevant Party shall be responsible for any breach by any such Person of the Agreement or a memorandum thereofprovisions of this Section 8.06. (d) Notwithstanding anything contained hereinabove in this Section 8.06, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement each Investor may share information it receives about the Company within its respective group for general investment management purposes and for the other party promotion of portfolios. The Company and the Sponsors also agree and acknowledge that certain information relating to execute this Agreement and shall survive termination serious incidents regarding the Company would be shared with CDC's shareholders as part of this Agreement. 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 CDC's ongoing practices in this Agreement including all of the Schedules regard and Exhibits hereto, disclose or permit to may also be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunderpublished.:

Announcements; Confidentiality. Except as required 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 law, neither this Agreement shall be issued or made by Buyer nor or Seller may issue any without the joint approval of Buyer and Seller; provided that a press release or otherwise make any 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 Laws or stock exchange policies and in the reasonable judgment of the party making such release or announcement, based upon advice of 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. Each party shall keep all information (i) obtained from the other either before or after the date of this transactionAgreement, or (ii) related to Buyer's proposed purchase of the Assets, Seller's proposed sale of the Assets, the contents of this Agreement or the negotiation 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 professional advisors (including lenders and prospective financing sources) without the prior written consent of the other party, not unless such party is compelled to be unreasonably withheld, conditioned disclose such information by judicial or delayedadministrative process or by any other requirements of Law or disclosure is reasonably necessary to obtain a License or a consent. Additionally, Buyer and Seller agree that If the existence, terms and conditions of Transactions contemplated by this Agreement shall be kept strictly confidential; providedshould fail to close for any reason, that (i) each party may disclose the existence, terms, and conditions of this Agreement to its officers, directors and members, (ii) each party may disclose 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 as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, shall return to the extent permitted other as soon as practicable all originals and copies of written or recorded information provided to such party by applicable law, the disclosing party shall promptly notify or on behalf of the other party and none of such requirement and information shall assist be used by such party, or its employees, agents or representatives, in the other party in obtaining a protective order or equivalent)business operations of any Person. Notwithstanding the foregoing, either party may produce (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 New Jersey Division public other than as a result of Taxation (referred to in Section 11.12 below) a copy of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for disclosure by the other party to execute 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. Effective upon Nothing in this Section shall, or is intended to, impair or modify any of the Closingrights or obligations of Buyer or its Affiliates under the confidentiality agreement dated as of April 16, 2001 entered into in connection with the Confidentiality Agreement shall automatically terminate without any further action Auction, all of either party. From and after Closing, Seller shall hold which remain in confidence and shall not, except with Buyer’s written consent or as required by law or Governmental Authority or effect until termination of such agreement 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 Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunderterms.

Announcements; Confidentiality. (a) Except as required by lawprovided below, neither Buyer nor Seller may issue any the Parties acknowledge that from and until the date that is two (2) years after the Effective Date, no press release or otherwise make any other public announcement, or public statement with respect or comment in response to this transactionany inquiry, without relating to the prior consent of the other party, not to be unreasonably withheld, conditioned or delayed. Additionally, Buyer and Seller agree that the existence, terms and conditions of Transactions contemplated by this Agreement shall be kept strictly confidentialissued or made by Purchaser or Seller, or their respective Affiliates, without the joint written approval of both Purchaser and Seller. At least two (2) Business Days before the Effective Date, each Party will submit to the other a draft of its press release. If the Party receiving a press release does not object in writing before the Closing, the press release will be deemed approved. Each Party will cooperate with the other in drafting acceptable press releases, and neither party will unreasonably withhold its consent to the other Party’s press release. Notwithstanding the above, 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 6.9 if it is made in order for the disclosing Party or any of its Affiliates to comply with applicable Laws or stock exchange policies and regulations, as determined in the reasonable judgment of the Party making such release or announcement and based upon advice of counsel; and provided, further, that in all instances prompt written notice from one Party to the other shall be given with respect to any such release, announcement, statement or comment. (b) Until Closing, and unless previously approved in writing by the other Party, each Party shall keep confidential all information (whether in oral or written form, electronically stored or otherwise) (i) each party may disclose obtained from or on behalf of the existenceother Party either before or after the date of this Agreement; (ii) related to Purchaser’s proposed purchase of the Membership Interests, termsSeller’s proposed sale of the Membership Interests, and conditions the contents of this Agreement to its officersand the Ancillary Agreements, directors and members, (ii) each party may disclose or the existence, terms and conditions negotiation of this Agreement and the Ancillary Agreements; or (iii) related in any way whatsoever to this Agreement or the Ancillary Agreements. (c) Until the date that is two (2) years after Closing, Seller will keep (and will cause its employees Affiliates to keep) confidential all information (whether in oral or written form, electronically stored or otherwise) related to Purchaser or related to the Company or the business or the assets of the Company that is not generally known to the public, specifically including any and outside advisors on a need-to-know basis all information designated or treated as confidential by Seller in connection with the matters discussed sales process. (d) The information described in this Agreement, paragraphs (b) and (iiic) each party is referred to as “Confidential Information”. Notwithstanding the above, a Party may disclose the existenceConfidential Information to its management group, termsprofessional advisors (including without limitation lenders and prospective financing sources), employees, agents, or representatives who need to know such Confidential Information to evaluate the Transactions contemplated hereby, are informed of its confidential nature, and conditions agree to abide by this Section 6.9. If a Party is compelled to disclose Confidential Information 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 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 a 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 counsel that it is legally required to so disclose, and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Upon any termination of this Agreement as necessary to enforce its rights hereunder or as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, to Article 10 hereof and upon the extent permitted by applicable lawwritten request of a Party, the disclosing party other Party shall promptly notify return or destroy promptly, at the request and option of the Party, all originals and copies of written or recorded information provided to such Party by or on behalf of the other party Party and no such information shall be used by such Party, or its employees, agents or representatives, in the business or operations of such requirement and shall assist the other party in obtaining a protective order or equivalent)any Person. Notwithstanding the foregoing, either party may produce (i) each Party’s obligations under this Section 6.9 shall not apply to any information or document insofar as it becomes available to the New Jersey Division public other than as a result of Taxation 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 (referred 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 Section 11.12 belowconnection with any filing with or disclosure to any Governmental Authority. (e) a copy The Confidentiality Agreement (to the extent that it relates to the Facility) shall be superseded by this Agreement effective as of the Agreement or a memorandum thereof, pursuant to Effective Date and the Parties’ obligations under this Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party to execute this Agreement and 6.9 shall survive the Closing, or termination of this Agreement, if Closing does not occur, for a period of two (2) years. Effective upon the Closing, The Parties will cause their Affiliates that are party to the Confidentiality Agreement shall automatically terminate without any further action to amend it to effect the provisions of either partythe first sentence of this paragraph (e). From and after Effective as of Closing, Seller shall hold hereby assigns to Purchaser (or will cause its Affiliates to assign to Purchaser at Closing, if applicable) the benefit of all confidentiality agreements that it has obtained in confidence and shall not, except with Buyer’s written consent or as required by law or Governmental Authority or in accordance connection 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 Agreement including all proposed sale of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunderCompany.

Announcements; Confidentiality. Except as required by law, neither Buyer nor Seller may 16.1 The Parties agree to issue any the joint press release as substantially on the form set out in Appendix 11, and hereby approve the delivery of a presentation, including substantially similar information regarding the subject matter of this Agreement as is included in the joint press release, to participants on one or otherwise make any public statement more offshore press conferences or investtor conference calls held by the Parent or Songa, and the availability of such presentation on the respective Party's website. No other announcement in connection with respect to the existence or subject matter of this transaction, Agreement shall be made or issued by or on behalf of a Party without the prior consent of written approval from the other partyParty, which approval shall not to be unreasonably withheld, conditioned or delayed. Additionally, Buyer and Seller agree except that this shall not hinder any announcement or filing which in the existencejudgement of such Party upon the advice of its outside counsel is required by applicable law, terms and conditions public authority or the rules of any recognised stock exchange on which the securities of any Party or any of its Affiliates are listed (including the filing by the Parent of any Form 6-K with the SEC containing a description of the subject matter of this Agreement, containing or describing any press release issued pursuant hereto or including this Agreement and any other agreement or undertaking referenced herein as exhibits), in which case the Party making such announcement will, if practicable in the circumstances, use reasonable commercial efforts to allow the other Parties reasonable time to comment on such announcement in advance of its issuance. 16.2 The Parties shall be kept strictly keep confidential; provided, that (i) each party may disclose the existence, terms, and conditions of this Agreement to its shall cause their respective directors, officers, directors employees, agents and membersadvisors to keep confidential, (ii) each party may disclose the existenceAgreement and any written, terms and conditions of this Agreement to its employees and outside advisors on a need-to-know basis oral or other information obtained in confidence from the other Party in connection with the matters discussed Transaction. 16.3 Clause 16.2 shall not apply (i) to information which becomes publicly available through no fault of the Party having received the relevant information referred to in clause 16.2; (ii) to the extent that the disclosure or use of any such information or disclosure of the this Agreement, and or any other agreements or undertakings referenced herein, is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or (iii) each party may disclose the existence, terms, and conditions of this Agreement as necessary to enforce its rights hereunder or as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, to the extent permitted that the disclosure or use of any such information in the judgement of such Party upon the advice of its outside counsel is required by applicable law, public authority or the disclosing party rules of any recognised stock exchange on which the securities of any Party or any of its Affiliates are listed; or (iv) any announcement, filing or presentation approved or permitted pursuant to clause 16.1. Furthermore, clause 16.2 shall promptly notify not apply where the other party of such requirement and shall assist the other disclosure is made to a third party in obtaining connection with a protective order or equivalent). Notwithstanding the foregoing, either party may produce to the New Jersey Division of Taxation (referred to in Section 11.12 below) a copy due diligence of the Agreement or a memorandum thereofParty, pursuant and the third party in question has undertaken to Section 11.12. Each party acknowledges that confidentiality is a material inducement for keep the other party to execute this Agreement and shall survive termination of this Agreement. 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 Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunderconfidential.

Announcements; Confidentiality. Except as (a) The Parties shall issue a joint press release on the date hereof. Unless required by lawLaw or by any listing agreement or rules with a national securities exchange or trading market or any Governmental Authority (in which case each of the Parties shall, neither Buyer nor Seller may issue to the fullest extent permitted by Law, consult with each other Party prior to any such disclosure as to the form and content of such disclosure) or otherwise mutually agreed between the Parties from and after the date hereof, other than the joint press release issued on the date hereof, no press release, announcement or otherwise make any public statement with respect other releases of information related to this transaction, Agreement or the Transactions will be issued or released without the prior written consent of the other party, not to be unreasonably withheld, conditioned or delayed. Additionally, Buyer Company and Seller agree the Investor; provided that the existence, terms and conditions of this Agreement shall be kept strictly confidential; provided, that (i) each party Investor may disclose the existence, terms, and conditions of this Agreement such terms to its officersrespective Affiliates, directors direct or indirect limited partners (including direct or indirect prospective limited partners), employees, accountants, advisors and members, (ii) each party may disclose the existence, terms and conditions of this Agreement to its employees and outside advisors on a need-to-know basis other Representatives as is necessary in connection with the matters discussed in this Agreement, and ordinary conduct of their respective businesses (iii) each party may disclose as long as such Persons agree to or are bound by Contract or other obligations to keep the existence, terms, and conditions terms of this Agreement as necessary to enforce its rights hereunder or as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, to the extent permitted by applicable law, the disclosing party shall promptly notify and the other Transaction Documents confidential and the applicable party of hereto remains responsible for any disclosure by such requirement and shall assist the other party in obtaining a protective order or equivalentPersons). Notwithstanding the foregoing, either each party may produce to may, without such consultation, make any release of information, so long as such information is not materially broader than previous press releases, public disclosures or public statements made jointly or individually by the New Jersey Division of Taxation parties hereto in accordance with this Section 7.7. (referred to in Section 11.12 belowb) a copy of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party The Investor acknowledges that confidentiality (i) Tiptree has registered equity securities subject to United States securities laws, (ii) it is a aware that all information provided by Tiptree or the Company may include material inducement for the non-public information about Tiptree and its Affiliates, (iii) it is aware that United States securities laws may prohibit any Person who has received from an issuer such material non-public information from purchasing or selling securities of such issuer or from communicating such information to any other party person under circumstances in which it is reasonably foreseeable that such person is likely to execute this Agreement purchase or sell such securities, and shall survive (iv) that such may continue to apply notwithstanding any termination of this Agreement. 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 Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunder.

Announcements; Confidentiality. Except as required by lawThe Parties acknowledge that from and after the Effective Date, neither Buyer nor Seller may issue any no press release or otherwise make any other public announcement, or public statement with respect or comment in response to this transactionany inquiry, without relating to the prior consent of the other party, not to be unreasonably withheld, conditioned or delayed. Additionally, Buyer and Seller agree that the existence, terms and conditions of Transactions contemplated by this Agreement shall be kept strictly confidentialissued or made by any Purchaser or Seller, or their respective Affiliates, without the joint written approval of both Purchasers and Sellers; 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 Laws or stock exchange policies and regulations or to comply with Section 6.5, and in the reasonable judgment of the Party making such release or announcement, is based upon advice of 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 or to comply with Section 6.5; and provided, further, that in all instances prompt written notice from one Party to the other shall be given with respect to any such release, announcement, statement or comment. Unless previously approved in writing by the other Party, each Party shall keep confidential all information (whether in oral or written form, electronically stored or otherwise) (i) each party obtained from or on behalf of 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 and 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 existenceConfidential Information to its management group, termsprofessional 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 conditions of agree to abide by this Agreement to its officers, directors and members, (ii) each party may disclose 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, Section 6.9 and (iiib) each party may from and after the Closing, any information about the Company and the Facility shall, with respect to the Purchasers, no longer constitute Confidential Information. If a Party is compelled to disclose the existenceConfidential Information by judicial or administrative process or by any other requirements of Law, terms, and conditions of this Agreement as or disclosure is reasonably necessary to enforce its rights hereunder obtain the approval of any Governmental Authority or as required pursuant third party necessary to subpoena, court order or applicable governmental laws, regulations or other requirements (however, to consummate the extent permitted by applicable lawTransactions contemplated hereby, the disclosing party shall promptly notify Party will provide the other party Party with prompt written notice of any such request or requirement and shall assist the other party Party, at the other Party’s expense, in obtaining a an appropriate protective order or equivalent)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 counsel that it is legally required to so disclose or that is necessary to obtain the applicable approval, 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 or destroy promptly, at the request and option of the Party, all originals and copies of written or recorded Confidential Information provided to such Party by or on behalf of the other Party and no such Confidential Information shall be used by such Party, or its employees, agents or representatives, in the business or operations of any Person. Notwithstanding the foregoing, either party may produce (1) each Party’s obligations under this Section 6.9 shall not apply to any information or document insofar as it (A) was already known by such Party prior to the New Jersey Division date of Taxation disclosure hereunder; (referred B) becomes available to the public other than as a result of a disclosure by the other Party in Section 11.12 belowviolation of this Agreement or other obligation of confidentiality under which such information may be held; or (C) becomes available to the Party on a copy non-confidential basis from a source other than the other 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 Confidentiality Agreement shall be superseded by this Agreement effective as of the Agreement or a memorandum thereofEffective Date, pursuant to and the Parties’ obligations under this Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party to execute this Agreement and 6.9 shall survive the termination of this Agreement. 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 Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunder.