Common use of COMPANY AND STOCKHOLDERS Clause in Contracts

COMPANY AND STOCKHOLDERS. Company and Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of Company, the Founding Companies and/or Parent, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company, the Founding Companies and/or Parent. Company and Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to authorized representatives of Parent; (ii) following the Closing, such information may be disclosed by Company and Stockholders as is required in the course of performing their duties for Parent or the Surviving Corporation; and (iii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (x) such information becomes known to the public generally through no fault of Stockholders, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Stockholders, if possible, shall give immediate prior written notice thereof to Parent and provide Parent with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 16.1, Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, (1) the above mentioned restrictions on each Stockholder's ability to disseminate confidential information with respect to Company shall become nugatory and (2) each Stockholder (including his representatives, advisors and legal counsel) shall within ten business days of the Parent's request, deliver all copies of the confidential information of Parent in his possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other material prepared by such Stockholder or his representatives, advisors or legal counsel).

COMPANY AND STOCKHOLDERS. Company and Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of Company, the Founding Companies and/or ParentPurchaser and Old ACG, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company, the Founding Companies and/or ParentPurchaser and Old ACG. Company and Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to authorized representatives of Parent; Purchaser and (ii) following the Closing, such information may be disclosed by Company and Stockholders as is required in the course of performing their duties for Parent or the Surviving Corporation; and (iii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.112.1, unless (x) such information becomes known to the public generally through no fault of Company and Stockholders, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Company and Stockholders, if possible, shall give immediate prior written notice thereof to Parent Purchaser and provide Parent Purchaser with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by either Company or any Stockholder of the provisions of this Section 16.112.1, Parent Purchaser shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Stockholders Company or any Stockholder, as the case may be, from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Parent Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, (1) the above mentioned restrictions on each Stockholder's ability to disseminate confidential information with respect to Company shall become nugatory and (2) each Stockholder Stockholders (including his their representatives, advisors and legal counsel) shall within ten business days of the Parent's requestafter a request from Purchaser, deliver all copies of the confidential information of Parent Purchaser in his their possession in any form whatsoever (including, but not limited to, any reports, memoranda, memoranda or other material materials prepared by such Stockholder Company and Stockholders or his their representatives, advisors or legal counselcounsel at their direction).

COMPANY AND STOCKHOLDERS. Company and Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of Company, the Founding Companies and/or Parent, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company, the Founding Companies and/or Parent. Company and Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to authorized representatives of Parent; (ii) following the Closing, such information may be disclosed by Company and Stockholders as is required in the course of performing their duties for Parent or the Surviving CorporationNewco; and (iii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (x) such information becomes known to the public generally through no fault of Company or Stockholders, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Company or Stockholders, if possible, shall give immediate prior written notice thereof to Parent and provide Parent with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Company or any Stockholder of the provisions of this Section 16.1, Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Company or Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, (1) the above mentioned restrictions on each Stockholder's Company or Stockholders' ability to disseminate confidential information with respect to Company shall become nugatory and (2) each Stockholder Company and Stockholders (including his representatives, advisors and legal counsel) shall within ten business days of the Parent's request, deliver all copies of the confidential information of Parent in its or his possession in any form whatsoever (including, but not limited to, any reports, memoranda, memoranda or other material prepared by such Stockholder Company or his Stockholders or their representatives, advisors or legal counsel).

COMPANY AND STOCKHOLDERS. Company and Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of Company, the Founding Companies and/or Parent, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company, the Founding Companies and/or Parent. Company and Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to authorized representatives of Parent; (ii) following the Closing, such information may be disclosed by Company and Stockholders as is required in the course of performing their duties for Parent or the Surviving Corporation; and (iii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (x) such information becomes known to the public generally through no fault of Stockholders, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Stockholders, if possible, shall give immediate prior written notice thereof to Parent and provide Parent with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 16.1, Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Stockholders Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, (1) the above mentioned restrictions on each Stockholder's ability to disseminate confidential information with respect to Company shall become nugatory and (2) each Stockholder (including his representatives, advisors and legal counsel) shall within ten business days of the Parent's request, deliver all copies of the confidential information of Parent in his possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other material prepared by such Stockholder or his representatives, advisors or legal counsel).

COMPANY AND STOCKHOLDERS. Company and Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of Company, the Founding Companies and/or Parent, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company, the Founding Companies and/or Parent. Company and Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to authorized representatives of Parent; (ii) following the Closing, such information may be disclosed by Company and Stockholders as is required in the course of performing their duties for Parent or the Surviving CorporationNewco; and (iii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (x) such information becomes known to the public generally through no fault of Company or Stockholders, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Company or Stockholders, if possible, shall give immediate prior written notice thereof to Parent and provide Parent with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Company or any Stockholder of the provisions of this Section 16.1, Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Company or Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, (1) the above mentioned restrictions on each Stockholder's Company or Stockholders' ability to disseminate confidential information with respect to Company shall become nugatory and (2) each Stockholder Company and Stockholders (including his representatives, advisors and legal counsel) shall within ten business days of the Parent's =s request, deliver all copies of the confidential information of Parent in its or his possession in any form whatsoever (including, but not limited to, any reports, memoranda, memoranda or other material prepared by such Stockholder Company or his Stockholders or their representatives, advisors or legal counsel).