Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. Each party (a) Following the date of this Agreement until the earlier of (x) the Closing Date and (y) the termination of this Agreement, Buyer agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all of Seller’s non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation Purchased Assets or the Assumed Obligations (the “Seller Confidential Information”), (ii) ensure that, without Seller’s prior written consent, Seller Confidential Information is not communicated to any third Person (other than to Buyer, its Affiliates, or any of its or their respective counsel, accountants, lenders or financial advisors) and (iii) not use any Seller Confidential Information in any manner whatsoever except as contemplated hereunder or for purposes of complying with Requirements of Law or the rules and regulations of any applicable securities exchange and/or evaluating and carrying out the transactions contemplated hereby (whether obtained before or after the date of by this Agreement), the investigation provided for . Notwithstanding anything contained herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party contrary, Buyer may disclose any Seller Confidential Information to its lenders (including Lender) who are or parties all copies of nonpublic documents and materials which have been furnished may be engaged to provide financing to Buyer in connection therewith. Without with the consent of the Buyer, from and after the Closing until the second Buyer IPO. (2ndb) anniversary of Following the Closing Date, the Seller Parties shall notagrees that it will, and shall will cause its Affiliates and its and their Affiliates respective officers, directors, employees and representatives to (i) maintain the confidential nature of all of Buyer’s non-public documents, materials and other information related to the Purchased Assets or the Assumed Obligations (the “Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not to, disclose communicated to any third Person (other than to Seller, its Affiliates, any direct or indirect investor in Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the purpose of complying with Requirements of Law. (c) The obligations contained in Sections 12.1(a) and 12.1(b) shall not apply to any information concerning the Business that (i) subject to an announcement or disclosure made pursuant to Section 12.3, (ii) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (iii) which is required to exercise be disclosed in order to obtain a Consent or enforce any rights (iv) which is required to be disclosed under this Agreement or any Ancillary Agreements applicable law (provided that, including the Seller Parties shall, laws and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public regulations that govern disclosure of any Confidential Information in connection with exercising its rightsthe Buyer IPO) or judicial process, including disclosing such Confidential Information or to any Governmental Body having regulatory authority over Seller or Buyer or their respective Affiliates, as applicable, but only to the court in xxxxxxxx extent it must be disclosed or in court in a is requested by such Governmental Body; provided, that the disclosing Party shall notify the non-public session disclosing Party of such obligation promptly in order to permit the non-disclosing Party to seek an appropriate protective order or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and herein, the preparation of this Agreement and other related documentsdocuments and the provision of Transition Services and Accounting Services, and, in the event if the transactions contemplated hereby shall are not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith, and, if such transactions are consummated, Buyer will promptly thereafter return to Parent all copies of nonpublic documents and materials which have been furnished by any Seller to Buyer and which do not relate primarily to the Business. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellers, to their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Assets; PROVIDED, from and HOWEVER, that after the Closing until Buyer may use or disclose any confidential information included in the second (2nd) anniversary Purchased Assets or otherwise reasonably related primarily to the Business or the Purchased Assets. The obligation of the Closing Dateeach party to treat such documents, the Seller Parties materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (i) is not already generally or becomes available to such party from a source other than such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably is required to exercise be disclosed without protection of confidentiality under applicable law or enforce any rights under this Agreement or any Ancillary Agreements (provided thatjudicial process, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where extent it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)must be disclosed, or as (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofhereby.

Confidential Nature of Information. Each party agrees (a) The parties hereto acknowledge and agree that it will treat the Confidentiality Agreement remains in confidence all documents, materials full force and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after effect in accordance with its terms following the date of this Agreement)hereof; provided, the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyerhowever, from and after the Closing until the second (2nd) anniversary of the Closing DateClosing, the Seller Parties Buyer shall not, and shall cause their Affiliates not to, disclose be subject to any Person restriction with respect to any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason Acquired Company or purpose whatsoeverBusiness, except as compelled by applicable Lawset forth in this Agreement. (b) For a period of six (6) years following the Closing, unless Buyer has otherwise consented in writing, Parent and its Affiliates shall treat as reasonably confidential, shall not disclose to any other Person and shall safeguard any and all Business Confidential Information with the same degree of care Parent uses to safeguard Parent’s confidential information. Buyer and Parent acknowledge that the confidentiality obligations set forth in this Section 12.2(b) shall not extend to information, knowledge and data that is required to exercise be disclosed by Parent to comply with the Requirements of Law (including securities laws) or enforce an Order of a Governmental Body; provided, however, that in the event that any rights under this Agreement demand or any Ancillary Agreements request for disclosure of such information is made, Parent, to the extent reasonable and legally permissible, shall promptly notify Buyer of its intention to make such disclosure and provide a list of the information it intends to disclose (provided thatand, if applicable, the Seller Parties shall, text of the disclosure language itself) prior to making such disclosure and shall cause their Affiliates to, use their commercially reasonable effortscooperate reasonably with Buyer, at the Buyer’s expense, to the extent Buyer may seek to limit public such disclosure, including, if requested, taking all reasonable steps to resist or avoid any such Order referred to above. If and to the extent, in the absence of a protective order or the receipt of a waiver from Buyer after a request in writing therefor is made by Parent (such request to be made as soon as reasonably practicable to allow the Buyer a reasonable amount of time to respond thereto), Parent or its representatives or their respective Affiliates are legally required to disclose the Business Confidential Information, Parent will limit such disclosure of to that which is legally required and will use reasonable efforts to obtain assurances that confidential treatment will be accorded to Buyer’s confidential information that Parent is so required to disclose, and thereafter Parent may disclose such information without liability hereunder. Notwithstanding anything to the contrary herein, Parent, its Affiliates and their respective representatives may use and disclose any Business Confidential Information (i) in connection with exercising its rightsthe transactions contemplated hereby or any disputes or actions in connection therewith or arising therefrom, (ii) to comply with applicable Requirements of Law, including disclosing such Confidential Information public filing, legal and other accounting requirements (including pursuant to the court in xxxxxxxx rules of NASDAQ) and (iii) to the extent required for Tax reporting or in court in a non-public session filing purposes, including to the extent required to be incorporated into or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties consolidated with financial and/or Tax information of Parent or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofits Affiliates.

Confidential Nature of Information. Each party (a) Buyer acknowledges and agrees that it will treat in confidence all documents, materials and other information which provided to it shall have obtained regarding the other party or parties and its Representatives during the course of the negotiations leading to the consummation of the transactions contemplated hereby by the Transaction Agreements (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement the Transaction Agreements and other related documentsdocuments are subject to the terms of the Confidentiality Agreement, andwhich Confidentiality Agreement shall remain in full force and effect following the Closing in accordance with its terms; provided, however, that Xxxxx’s confidentiality obligations under the Confidentiality Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the event the transactions contemplated hereby shall not be consummated, each party will return Confidentiality Agreement) relating to the Business, with all other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Evaluation Material covered thereby remaining subject to the consent terms of the Buyer, from Confidentiality Agreement in accordance with its terms. (b) From and after the Closing until the second (2nd) anniversary of the Closing DateClosing, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties Parent shall, and shall cause their Affiliates and their respective Representatives to, use maintain in confidence any confidential information to the extent relating to (i) the Business, other than any such information that is an Excluded Asset, and (ii) the transactions contemplated by this Agreement, including any transactions contemplated by any Ancillary Agreement. (c) Notwithstanding Section 13.2(a), from and after the Closing, Buyer shall, and shall cause its Affiliates and its and their commercially reasonable effortsRepresentatives to, at maintain in confidence any confidential information to the extent relating to (i) the Parent Group or the Retained Business, other than confidential information relating to the Business that is not an Excluded Asset, and (ii) the transactions contemplated by this Agreement, including any transactions contemplated by any Ancillary Agreement. (d) The requirements of Section 13.2(b) and Section 13.2(c) shall not apply to the extent that (i) any such information is or becomes generally available to the public, (A) in the case of Section 13.2(c), other than as a result of disclosure by Buyer, any Acquired Company (after the Closing Date) or any of its or their respective Affiliates or Representatives in breach of any of their obligations hereunder or any other Transaction Agreement and (B) in the case of Section 13.2(b), other than as a result of disclosure by Seller, Parent or any of its or their respective Affiliates or Representatives in breach of any of their obligations hereunder or any other Transaction Agreement, (ii) any such information is required or requested by applicable Law or a Governmental Body or by the rules of any national stock exchange with respect to a Party’s expensepublicly-traded securities to be disclosed after prior written notice has been given to the other Party (to the extent such prior written notice is permitted to be given under applicable Law); provided, however, that the disclosing Party, to limit public disclosure of the extent reasonably requested by the other Party, shall cooperate with such other Party in seeking an appropriate order or other remedy protecting such information from disclosure, (iii) any Confidential Information such information is reasonably necessary to be disclosed in connection with exercising its rightsany Action, including disclosing (iv) any such Confidential Information information was or becomes available to the court in xxxxxxxx or in court in such Party on a non-public session or in pleadings filed under seal where it is reasonably feasible confidential basis and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by from a source (other than a Party to this Agreement or any Ancillary AgreementsAffiliate or Representative of such Party) that is not bound by a confidentiality agreement with respect to such information or (v) any such information is required to be disclosed in order to obtain legal advice in relation to or to enforce the terms of any Transaction Agreement. Without limiting Each of the Parties shall instruct its Affiliates and Representatives having access to such information of such confidentiality obligations. Notwithstanding anything to the contrary in Section 13.2(b) and Section 13.2(c), in connection with any transaction involving the acquisition of assets or equity interests, a merger, consolidation or other business sale combination, sale of equity securities, tender offer, exchange offer or similar transaction, the Seller Group and the Parent Group may disclose the Transaction Agreements and the transactions contemplated by the Transaction Agreements (other than with respect to the Long-Term Master License Agreement, for which Section 1(d) of Long-Term Master License Agreement shall govern) to the extent such disclosure is reasonably necessary to facilitate the consummation of such transaction; provided, that the recipient thereof agrees to be subject to customary obligations of confidentiality. For the avoidance of doubt, Xxxxxx, Seller and their respective Affiliates may also disclose their own confidential information that relates to both the Retained Business and the Business solely to the extent such disclosure is reasonably necessary to facilitate the consummation of a transaction described in the preceding sentence; provided, that the recipient thereof agrees to be subject to customary obligations of confidentiality. (e) At Buyer’s reasonable request and expense, (i) Parent shall use reasonable best efforts to seek enforcement of the confidentiality or non-disclosure agreements with prospective purchasers of the Business or the Acquired Companies or (ii) to the extent permitted under the terms of such confidentiality or non-disclosure agreements, Parent shall assign to Buyer the right of either party to pursue all other legal and equitable rights available enforce such agreements against such Persons to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate extent related to the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofBusiness.

Confidential Nature of Information. Each of Buyer, as a party on the one hand, and Seller, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby Contemplated Transactions (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby Contemplated Transactions shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No Person shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except for (a) the purpose of evaluating the proposed purchase and sale of the BuyerShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any Order or Governmental Authorization (but only to the extent so required); PROVIDED, from and after HOWEVER, that such party shall first notify the Closing until other party of any such requirement and, if the second other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (2ndc) anniversary where the disclosure of any portion thereof is required in order to obtain any of the Closing Date, the Seller Parties shall notConsents contemplated hereby, and shall cause their Affiliates not to, disclose to any Person any both parties agree in writing that such disclosure is necessary; (d) where the information concerning the Business that is not already becomes generally available to the public other than as a result of a disclosure by Buyer, Seller or the Acquired Companies; or (“Confidential Information”e) for where the information is or becomes lawfully available to Buyer from a source other than Seller. Notwithstanding the foregoing, after the Closing, Buyer and the Acquired Companies may use or disclose any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information confidential information related to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties Acquired Companies or their Affiliate’s rights), Assets or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofBusiness.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Such documents, materials and information shall not be communicated to any third Person (other than, in the consent case of Buyer Parent and Buyer, to their counsel, accountants, financial advisors or lenders, and in the case of Parent and Seller, to their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerPurchased Assets; provided, from and however, that after the Closing until Buyer Parent and Buyer may use or disclose any confidential information included in the second Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets and Seller and Parent will be obligated to preserve the confidential information included in the Purchased Assets and otherwise reasonably related to the Business or the Purchased Assets as confidential information of Buyer. If a party (2ndthe "Recipient") anniversary is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose the confidential information of another party (the "Disclosing Party"), the Recipient must provide the Disclosing Party with prompt notice of such request(s) so the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party grants a waiver hereunder, the Recipient may furnish that portion (and only that portion) of the Closing Dateconfidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any confidential information so furnished. The obligation of each party to treat such documents, the Seller Parties materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (i) is not already generally or becomes available to such party from a source other than such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Money damages would be both incalculable and an insufficient remedy for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation breach of this Section 11.2 by a party and any such breach would cause another party irreparable harm. In the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation event of any breach or threatened breach of this Section 11.2 and that the aggrieved 11.2, in addition to any other remedies at law or in equity it may have, a party shall will be entitled to seek, without the requirement of posting a bond or other security, equitable relief, including injunctive relief to prevent a violation or continuing violation hereofand specific performance.

Confidential Nature of Information. Each party agrees that it will Buyer shall treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties Seller during the course of the negotiations leading to the consummation of the transactions transaction as contemplated hereby (whether obtained before or after the date of this AgreementAgreement and whether or not the Closing is completed), the investigation investigations provided for herein herein, and the preparation of this Agreement Agreement. All information obtained by Buyer or Buyer's agents, employees or contractors ("Buyer's Agents") by reason of any inspection of the real Property by Buyer or Buyer's Agents, including, but not limited to, any written reports, field notes and other related documentsdrawings shall be held strictly confidential by Buyer and Buyer's Agents. All inspections and tests performed by Buyer or Buyer's Agents shall be conducted in compliance with all federal, andstate and local laws, in orders, regulations and ordinances. Buyer shall indemnify and hold Seller harmless from any and all losses, liabilities or damages resulting from such activity by Buyer or Buyer's Agents. If the event the transactions transaction herein contemplated hereby shall not be consummated, each party Buyer shall continue to hold such information and documents in strict confidence and will return or deliver to the Seller all such documents, reports, field notes, drawings, including, without limitation, any exhibits, schedules and other party documents obtained independently or parties all copies of nonpublic documents and materials which have been furnished from Seller in connection therewith. Without the consent with this Agreement (or will destroy any of the Buyerforegoing containing any notes or other information developed by Buyer on its own), from without retaining copies thereof. The obligation of Buyer to treat such documents, materials and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (a) Buyer can demonstrate was already lawfully in its possession prior to disclosure thereof by Seller, (b) is not already generally available known to the public and did not become so known through any violation of a legal obligation, (“Confidential Information”c) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information became known to the court public through no fault of Buyer, or (d) relates to the assets in xxxxxxxx or the Business subsequent to Closing. Buyer shall not in court in a non-public session or in pleadings filed under seal where any event use, nor permit anyone else to use, such information obtained from Seller that it is reasonably feasible and would not materially prejudice bound to keep confidential to facilitate competition with Seller. Notwithstanding the Seller Parties or their Affiliate’s rights)foregoing, or as Buyer shall be permitted to release such public statements concerning the transactions contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party Agreement, and to pursue all make such other legal and equitable rights available to it for violation of this Section 11.2 public disclosures, as may be required by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereoflaw.

Confidential Nature of Information. Each party (a) Following the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, Buyer agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation Purchased Assets, or the Assumed Obligations (the “Seller Confidential Information”), (ii) ensure that, without the applicable Seller’s prior written consent, Seller Confidential Information is not communicated to any third Person (other than to Buyer, its Affiliates, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Seller Confidential Information in any manner whatsoever except as contemplated hereunder or for purposes of complying with Requirements of Law or the rules and regulations of any applicable securities exchange and/or evaluating and carrying out the transactions contemplated hereby (whether obtained before or after the date of by this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second . (2ndb) anniversary of Following the Closing Date, the each Seller Parties shall notagrees that it will, and shall will cause its Affiliates and its and their Affiliates respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information related to the Purchased Assets or the Assumed Obligations (the “Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not to, disclose communicated to any third Person (other than to Sellers, its Affiliates, any direct or indirect investor in Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the purpose of complying with Requirements of Law. (c) The obligations contained in Sections 12.1(a) and 12.1(b) shall not apply to any information concerning the Business that (i) subject to an announcement or disclosure made pursuant to Section 12.3, (ii) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by a Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (iii) which is required to exercise be disclosed in order to obtain a Consent or enforce (iv) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over a Seller or any Ancillary Agreements (provided thatBuyer or its respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a extent it must be disclosed; provided, that the disclosing party shall notify the non-public session or disclosing party of such obligation promptly in pleadings filed under seal where it is reasonably feasible and would not materially prejudice order to permit the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either non-disclosing party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party Party agrees that it will treat in confidence all documents, materials and other information Confidential Information which it shall have obtained regarding the other party or parties Parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby Transactions (whether obtained before or after the date of this Agreementhereof), the investigation provided for herein and the preparation of this Agreement Agreement, the Ancillary Agreements and other related documents, and, documents shall be held in the event the transactions contemplated hereby shall not be consummated, each party will return confidence pursuant to the other party or parties all copies of nonpublic documents Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From and materials which have been furnished in connection therewith. Without the consent of the Buyerthereafter, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall take all reasonable measures to cause their Affiliates respective agents, representatives, Affiliates, employees, officers and directors to, use their commercially reasonable effortsas applicable, at the Buyer’s expense, to limit public disclosure of any treat and hold as confidential all Confidential Information in connection with exercising its rightsrelating to the Facility, including disclosing the Facility Operations or the Purchased Assets. Seller shall, and shall take all reasonable measures to cause their respective agents, representatives, Affiliates, employees, officers and directors to, refrain from directly or indirectly disclosing, revealing, divulging or otherwise communicating any such Confidential Information to any Person other than authorized Affiliates, officers, managers and employees of Purchaser or using or otherwise exploiting any such Confidential Information for such Person’s own benefit or for the court benefit of anyone other than Purchaser and its Affiliates. Notwithstanding the foregoing, Confidential Information shall not include: (a) information that, at the time of disclosure, is available publicly and was not disclosed in xxxxxxxx breach of any obligation (contractual or in court in legal) to keep such information confidential; (b) information obtained after the date of this Agreement, on a non-public session confidential basis from a third party and who (to the recipient’s knowledge after reasonable inquiry) was not bound by any obligation (contractual or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement legal) of confidentiality to a Party or any Ancillary Agreementsof their respective Affiliates with respect to such information; or (c) information shown by contemporaneous record to have been independently developed without use of or reference to other Confidential Information. Without limiting In the right event that a Seller or any of either party their respective agents, representatives, Affiliates, employees, officers or directors becomes legally compelled to pursue all disclose any such Confidential Information, Seller shall provide Purchaser with prompt written notice of such requirement so that Purchaser may seek a protective order or other legal and equitable rights available to it for violation remedy or waive compliance with the provisions of this Section 11.2 by 10.5. In the event that a protective order or other party, it remedy is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of obtained or if Purchaser waives compliance with this Section 11.2 10.5, the Party required to disclose such Confidential Information shall (or the applicable Party shall cause its agents, representatives, Affiliates, employees, officers and directors to, as applicable) furnish only that the aggrieved party shall portion of such Confidential Information as is legally required to be entitled provided and exercise its reasonable best efforts to injunctive relief obtain assurances that confidential treatment will be accorded to prevent a violation or continuing violation hereofsuch Confidential Information.

Confidential Nature of Information. Each party (a) Following the Closing Date, each Seller agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation of Transferred Assets or the transactions contemplated hereby Assumed Obligations (whether obtained before or after the date of this Agreement“Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not communicated to any third Person (other than to Sellers, their respective Affiliates, any direct or indirect investor in either Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the investigation provided for herein purpose of complying with Requirements of Law. (b) The obligations contained in Section 11.1(a) shall not (i) preclude communications or disclosures to comply with accounting and Securities and Exchange Commission disclosure obligations or the preparation rules and regulations of any applicable securities exchange including, without limitation, the filing of this Agreement with the Securities and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party Exchange Commission or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second any applicable securities exchange or (2ndii) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (x) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by a Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (y) which is required to exercise be disclosed in order to obtain a Consent or enforce (z) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over a Seller or any Ancillary Agreements (provided thatBuyer or its respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated otherwise covered by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation clause (i) of this Section 11.2 by 11.1(b), but only to the other partyextent it must be disclosed; provided, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved disclosing party shall be entitled notify the non-disclosing party of such obligation promptly in order to injunctive relief permit the non-disclosing party to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party (a) Following the Closing Date, each Seller agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation of Purchased Assets or the transactions contemplated hereby Assumed Obligations (whether obtained before or after the date of this Agreement“Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not communicated to any third Person (other than to Sellers, their Affiliates, any direct or indirect investor in either Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the investigation provided for herein purpose of complying with Requirements of Law. (b) The obligations contained in Section 12.1(a) shall not (i) preclude communications or disclosures to comply with accounting and Securities and Exchange Commission disclosure obligations or the preparation rules and regulations of any applicable securities exchange including, without limitation, the filing of this Agreement with the Securities and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party Exchange Commission or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second any applicable securities exchange or (2ndii) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (x) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by a Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (y) which is required to exercise be disclosed in order to obtain a Consent or enforce (z) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over a Seller or any Ancillary Agreements (provided thatBuyer or its respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated otherwise covered by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation clause (i) of this Section 11.2 by 12.1(b), but only to the other partyextent it must be disclosed; provided, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved disclosing party shall be entitled notify the non-disclosing party of such obligation promptly in order to injunctive relief permit the non-disclosing party to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each Without limiting Buyers’ obligations under the Confidentiality Agreement, each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event if the transactions contemplated hereby shall are not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without Each Seller also covenants and agrees that, if Closing occurs, it will not, and will not permit any of its Affiliates to, divulge or make use of any trade secrets or other confidential information of any Acquired Company or the consent Business other than to disclose such secrets and information to Buyers or their Affiliates. All such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyers, to its counsel, accountants, financial advisors or existing and prospective lenders, prospective syndicate members or other prospective participants in the Financing, and in the case of Sellers, to their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the BuyerCompany Interests; provided, from and however, that after the Closing until Buyers may use or disclose any confidential information with respect to or about any Acquired Company or otherwise reasonably related to the second (2nd) anniversary Business or the Interests. The obligation of each party to treat documents, materials and other information which it shall have obtained from the Closing Date, the Seller Parties other party in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which (i) is or becomes available to such party from a source other than the Business that other party, (ii) is not already generally or becomes available to the public other than as a result of disclosure by such party or its agents, (“Confidential Information”iii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably is required to exercise or enforce any rights be disclosed under this Agreement or any Ancillary Agreements (provided thatapplicable Requirements of Laws, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where extent it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)must be disclosed, or as (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofhereby.

Confidential Nature of Information. Each party Selling Shareholder and the Shareholders Representative agrees that he, she or it will treat in confidence and not disclose to any third party (a) all documents, materials and other information which he, she or it shall have obtained at any time regarding Purchaser or its Affiliates in connection with the transaction contemplated hereby and (b) all documents, materials and other party or parties during the course of the negotiations leading information with respect to the consummation of the transactions contemplated hereby (whether Acquired Companies that he, she or it obtained before or after the date of this Agreement)at any time; provided, however, the investigation provided for herein and the preparation obligation of this Agreement each Selling Shareholder to treat such documents, materials and other related documents, and, information in the event the transactions contemplated hereby confidence shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that which (i) is not already generally or becomes available to the public other than as a result of any act or failure to act by such Selling Shareholder or its Representatives; (“Confidential Information”ii) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably which a Selling Shareholder is required to exercise disclose to its partners, members, shareholders and other Affiliates, if and to the extent that such information is required to be disclosed to such partners, members, shareholders and other Affiliates pursuant to the terms of the relevant Selling Shareholder’s partnership or enforce limited liability company agreement as in effect on the date hereof and such partner, member, shareholder or Affiliate is subject to a confidentiality agreement or duty of confidentiality at least as restrictive as the confidentiality obligations in this Section 11.17, provided, however, that such disclosure shall be limited to the minimum required under such partnership agreement or limited liability company agreement or similar agreement and, in any rights under case, that any disclosure or use of information that is not permitted by this Agreement or any Ancillary Agreements (provided thatSection 11.17 made by such partners, the Seller Parties shallmembers, shareholders, and Affiliates shall cause their Affiliates tobe deemed to be a breach of this Section 11.17 by such Selling Shareholder (iii) is required to be disclosed under applicable law or judicial process, use their commercially reasonable effortsand only to the extent such disclosure is required under applicable law or judicial process and, prior to making any such disclosure, such Selling Shareholder or Shareholders Representative shall promptly notify the Purchaser and cooperate with the Purchaser to the extent practicable to seek to limit the information disclosed and, at the BuyerPurchaser’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information seek to the court in xxxxxxxx or in court in obtain a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights)protective order over, or as contemplated by confidential treatment of such information, or (iv) for disclosures in dispute resolution proceedings relating to this Agreement or any Ancillary Agreementsthe Transaction Agreements to the courts or arbitrators involved in such proceedings and to other Persons involved in such proceedings (e.g., attorneys and expert witnesses) that are bound by confidentiality restrictions. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.Notwithstanding 102

Confidential Nature of Information. Each party (a) Following the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, the Parent agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation Purchased Assets, or the Assumed Obligations (the “Partnership Confidential Information”), (ii) ensure that, without the applicable Partnership’s prior written consent, Partnership Confidential Information is not communicated to any third Person (other than to Parent, its Affiliates, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Partnership Confidential Information in any manner whatsoever except as contemplated hereunder or as required by applicable Law or the rules and regulations of any applicable securities exchange and/or evaluating and carrying out the transactions contemplated hereby (whether obtained before or after the date of by this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second . (2ndb) anniversary of Following the Closing Date, the Seller Parties shall noteach Partnership agrees that it will, and shall will cause its Affiliates and its and their Affiliates respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information related to the Purchased Assets or the Assumed Obligations (the “Parent Confidential Information”), (ii) ensure that, without Parent’s prior written consent, such Parent Confidential Information is not to, disclose communicated to any third Person (other than to Partnership, its Affiliates, any direct or indirect investor in Partnership, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Parent Confidential Information in any manner whatsoever except solely for the purpose of complying with any applicable Law. (c) The obligations contained in Sections 9.4(a) and 9.4(b) shall not apply to any information concerning the Business that (i) subject to an announcement or disclosure made pursuant to Section 9.1, (ii) which is not already generally or becomes available to the public other than as a result of disclosure by a Partnership or its agents or Parent or its agents, as applicable, in violation of its obligations hereunder, (“Confidential Information”iii) for which is required to be disclosed in order to obtain a consent from any reason Governmental Entity or purpose whatsoever, except as compelled by (iv) which is required to be disclosed under applicable Law, or to any Governmental Entity having regulatory authority over a Partnership or Parent or its respective Affiliates, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided thatapplicable, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a extent it must be disclosed; provided, that the - 41 - disclosing party shall notify the non-public session or disclosing party of such obligation promptly in pleadings filed under seal where it is reasonably feasible and would not materially prejudice order to permit the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either non-disclosing party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party (a) Following the Closing Date, each Seller agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation of Purchased Assets or the transactions contemplated hereby Assumed Obligations (whether obtained before or after the date of this Agreement“Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not communicated to any third Person (other than to Sellers, their respective Affiliates, any direct or indirect investor in either Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the investigation provided for herein purpose of complying with Requirements of Law. (b) The obligations contained in Section 11.1(a) shall not (i) preclude communications or disclosures to comply with accounting and Securities and Exchange Commission disclosure obligations or the preparation rules and regulations of any applicable securities exchange including, without limitation, the filing of this Agreement with the Securities and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party Exchange Commission or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second any applicable securities exchange or (2ndii) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (x) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by a Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (y) which is required to exercise be disclosed in order to obtain a Consent or enforce (z) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over a Seller or any Ancillary Agreements (provided thatBuyer or its respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated otherwise covered by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation clause (i) of this Section 11.2 by 11.1(b), but only to the other partyextent it must be disclosed; provided, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved disclosing party shall be entitled notify the non-disclosing party of such obligation promptly in order to injunctive relief permit the non-disclosing party to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party (a) Following the Closing Date, Seller agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation of Transferred Assets or the transactions contemplated hereby Assumed Obligations (whether obtained before or after the date of this Agreement“Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not communicated to any third Person (other than to Seller, their respective Affiliates, any direct or indirect investor in either Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the investigation provided for herein purpose of complying with Requirements of Law. (b) The obligations contained in Section 11.1(a) shall not (i) preclude communications or disclosures to comply with accounting and Securities and Exchange Commission disclosure obligations or the preparation rules and regulations of any applicable securities exchange including, without limitation, the filing of this Agreement with the Securities and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party Exchange Commission or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second any applicable securities exchange or (2ndii) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (x) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by a Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (y) which is required to exercise be disclosed in order to obtain a Consent or enforce (z) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over a Seller or any Ancillary Agreements (provided thatBuyer or its respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated otherwise covered by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation clause (i) of this Section 11.2 by 11.1(b), but only to the other partyextent it must be disclosed; provided, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved disclosing party shall be entitled notify the non-disclosing party of such obligation promptly in order to injunctive relief permit the non-disclosing party to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party (a) Following the Closing Date, each Seller agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation of Subordinated Notes (the transactions contemplated hereby (whether obtained before or after the date of this Agreement“Buyer Confidential Information”), (ii) ensure that, without the investigation provided Buyers’ prior written consent, such Buyer Confidential Information is not communicated to any third Person (other than to a Seller, its Affiliates, any direct or indirect investor in a Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for herein the purpose of complying with Requirements of Law. (b) The obligations contained in Section 11.1(a) shall not (i) preclude communications or disclosures necessary to comply with accounting and SEC disclosure obligations or the preparation rules and regulations of any applicable securities exchange including, without limitation, the filing of this Agreement and other related documents, and, in any required Form 8-K with the event the transactions contemplated hereby shall not be consummated, each party will return to the other party SEC or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second any applicable securities exchange or (2ndii) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (x) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by Sellers or purpose whatsoever, except as compelled by applicable Lawtheir agents or Buyers or their agents, as reasonably applicable, in violation of their obligations hereunder, (y) which is required to exercise be disclosed in order to obtain a Consent or enforce (z) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over Sellers or any Ancillary Agreements (provided thatBuyers or their respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated otherwise covered by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation clause (i) of this Section 11.2 by 11.1(b), but only to the other partyextent it must be disclosed; provided, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved disclosing party shall be entitled notify the non-disclosing party of such obligation promptly in order to injunctive relief permit the non-disclosing party to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party agrees The parties hereto acknowledge and agree that it will the Confidentiality Agreement remains in full force and effect in accordance with its terms following the date hereof and following the Closing. From the Closing Date until the sixth (6th) anniversary thereof, Seller shall, and shall cause its Subsidiaries and shall use reasonable efforts to cause its other Affiliates and each of their representatives to, treat as confidential and shall safeguard any and all information, know-how, knowledge and data (other than historical financial reporting information and information owned or controlled by Seller after the Closing) relating to the Acquired Companies (the “Acquired Confidential Information”), in confidence each case in their respective possession by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, know-how, knowledge and data as Seller and its Affiliates used with respect thereto prior to the date hereof. From the Closing Date until the sixth (6th) anniversary thereof, Buyer and the Acquired Companies shall, and shall cause each of their representatives to, treat as confidential and shall safeguard any and all documentsinformation, materials know-how, knowledge and data (other information which it shall have obtained regarding the than historical financial reporting information) relating to Seller’s business (other party or parties during the course than business of the negotiations leading Acquired Companies) (the “Retained Confidential Information”) in their respective possession by using the same degree of care, but not less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, know-how, knowledge and data as Buyer uses with respect to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return Acquired Confidential Information. Prior to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second sixth (2nd6th) anniversary of the Closing Date, the parties agree that each of them and their respective Subsidiaries and representatives may only disclose, in the case of Seller Parties shall notand its Affiliates, Acquired Confidential Information or, in the case of Buyer and shall cause their Affiliates not toits Affiliates, disclose to any Person any information concerning Retained Confidential Information, as the Business that is not already generally available case may be, (i) to the public extent counsel to such Person advises that disclosure is required to comply with Requirements of Law (“Confidential Information”) for any reason provided that such party shall provide prior written notice to Seller or purpose whatsoeverBuyer, except as compelled applicable, of such disclosure, unless prohibited by applicable Requirements of Law, as promptly as practical and shall seek to limit any such disclosure and to protect from public disclosure by way of a protective order or otherwise, in each case, to the extent permitted by Requirements of Law), and (ii) to its representatives who reasonably required need to exercise know such information for purposes of this Agreement or enforce any rights agreement ancillary hereto (provided that each party shall instruct any such representative to keep such information confidential in accordance with this Agreement). In no event shall Seller use, or permit any other Person to use, the Acquired Confidential Information for any purpose other than as expressly contemplated under this Agreement or any Ancillary Agreements (provided thatagreement ancillary hereto. In no event shall Buyer use, or permit any other Person to use, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Retained Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed for any purpose other than as expressly contemplated under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreementsagreement ancillary hereto. Without limiting The parties acknowledge that the right confidentiality obligations set forth in this Section 13.1 shall not extend to information, knowledge and data that (x) is or becomes publicly available through no act or omission of either a party owing a confidentiality obligation imposed by this Section 13.1 in respect of such information, knowledge and data (a “Receiving Party”), (y) is or becomes available to a Receiving Party on a non-confidential basis from a source other than the party to pursue all other legal which such information, knowledge and equitable rights available data relates; provided, that the source of such information, knowledge and data was not known to the Receiving Party to be bound by confidentiality obligations to the party to which such information, knowledge and data relates, or (z) the Receiving Party can establish that it for violation independently developed such information, knowledge and data without reference to information, knowledge and data provided to such Receiving Party in connection with the transactions contemplated hereby and, in the case of Seller, its Affiliates and each of their representatives, without reference to any Acquired Confidential Information. Notwithstanding anything to the contrary herein, the obligations set forth in this Section 11.2 by 13.1 with respect to Acquired Confidential Information that constitute Trade Secrets included in the other partyCompany Intellectual Property shall survive in perpetuity, it is agreed that other remedies cannot fully compensate subject to the aggrieved party for such a violation of this Section 11.2 exceptions set forth in clauses (x), (y) and that (z) in the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofprior sentence.

Confidential Nature of Information. Each party (a) Following the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, the Parent agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation Purchased Assets, or the Assumed Obligations (the “Partnership Confidential Information”), (ii) ensure that, without the applicable Partnership’s prior written consent, Partnership Confidential Information is not communicated to any third Person (other than to Parent, its Affiliates, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Partnership Confidential Information in any manner whatsoever except as contemplated hereunder or as required by applicable Law or the rules and regulations of any applicable securities exchange and/or evaluating and carrying out the transactions contemplated hereby (whether obtained before or after the date of by this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second . (2ndb) anniversary of Following the Closing Date, the Seller Parties shall noteach Partnership agrees that it will, and shall will cause its Affiliates and its and their Affiliates respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information related to the Purchased Assets or the Assumed Obligations (the “Parent Confidential Information”), (ii) ensure that, without Parent’s prior written consent, such Parent Confidential Information is not to, disclose communicated to any third Person (other than to Partnership, its Affiliates, any direct or indirect investor in Partnership, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Parent Confidential Information in any manner whatsoever except solely for the purpose of complying with any applicable Law. (c) The obligations contained in Sections 9.4(a) and 9.4(b) shall not apply to any information concerning the Business that (i) subject to an announcement or disclosure made pursuant to Section 9.1, (ii) which is not already generally or becomes available to the public other than as a result of disclosure by a Partnership or its agents or Parent or its agents, as applicable, in violation of its obligations hereunder, (“Confidential Information”iii) for which is required to be disclosed in order to obtain a consent from any reason Governmental Entity or purpose whatsoever, except as compelled by (iv) which is required to be disclosed under applicable Law, or to any Governmental Entity having regulatory authority over a Partnership or Parent or its respective Affiliates, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided thatapplicable, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information but only to the court in xxxxxxxx or in court in a extent it must be disclosed; provided, that the disclosing party shall notify the non-public session or disclosing party of such obligation promptly in pleadings filed under seal where it is reasonably feasible and would not materially prejudice order to permit the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either non-disclosing party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.

Confidential Nature of Information. Each party Buyer agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties Sellers, the Companies and the Transferred Assets, as the case may be, during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will Buyer shall return to the other party or parties Sellers all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by Buyer from such information (and confirm to the Sellers in writing that it has done so). Without Such documents, materials and information shall not be communicated to any third Person (other than Buyer's counsel, accountants, financial advisors or lenders). Buyer shall not use any such confidential information in any manner whatsoever except solely for the consent purpose of evaluating the proposed purchase and sale of the BuyerShares and Transferred Assets; provided, from and however, that after the Closing until the second (2nd) anniversary Buyer and its Affiliates may use or disclose any confidential information of any of the Closing DateCompanies or regarding any of the Transferred Assets; and provided, further, that any Buyer Group Member may use or disclose any confidential information in connection with the defense or handling of any Third Party Claim and in connection with the pursuit, defense or handling of any claim made hereunder by or against any Seller Parties Group Member. The obligation of Buyer to treat such documents, materials and other information in confidence shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning which Buyer demonstrates (i) is on the Business that is not already date hereof or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by Buyer or its representatives, (“Confidential Information”ii) for was available to Buyer on a nonconfidential basis prior to its disclosure to Buyer by the Sellers or any reason of their respective representatives or purpose whatsoeverbecomes available to Buyer on a nonconfidential basis, except as compelled in each case from a source other than the Sellers, the Companies or any of their respective representatives, which source was not itself bound by applicable Lawa confidentiality agreement with the Companies or the Sellers and had not received such information, as reasonably directly or indirectly, from a Person so bound, and (iii) based upon advice of Buyer's outside counsel, is required to exercise be disclosed in order that Buyer not commit a violation of law or enforce any rights under this Agreement or any Ancillary Agreements (provided thatcourt order. Notwithstanding anything herein to the contrary, the Seller Parties shallparties hereto agree that each party (and each employee, representative, and shall cause their Affiliates toother agent of such party) may disclose to any and all persons, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure without limitation of any Confidential Information in connection with exercising its rightskind, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible tax treatment and would not materially prejudice tax structure of the Seller Parties or their Affiliate’s rights), or as transactions contemplated by this Agreement and the Ancillary Agreements (the "Transaction") and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any Ancillary Agreements. Without limiting the right of either party to pursue all other legal applicable federal or state securities law and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and except that the aggrieved party shall be entitled foregoing authorization is not intended to injunctive relief permit disclosure of any other information including (x) any portion of any materials to prevent a violation the extent not related to the tax treatment or continuing violation hereoftax structure of the Transaction, (y) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction), or (z) any other term or detail not relevant to the tax treatment or the tax structure of the Transaction.

Confidential Nature of Information. Each party (a) Following the Closing Date, each Seller agrees that it will, and will treat in confidence cause its Affiliates and its and their respective officers, directors, employees and representatives to (i) maintain the confidential nature of all non-public documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading related to the consummation of Purchased Assets or the transactions contemplated hereby Assumed Obligations (whether obtained before or after the date of this Agreement“Buyer Confidential Information”), (ii) ensure that, without Buyer’s prior written consent, such Buyer Confidential Information is not communicated to any third Person (other than to Sellers, their Affiliates, any direct or indirect investor in either Seller, or any of its or their respective counsel, accountants or financial advisors) and (iii) not use any Buyer Confidential Information in any manner whatsoever except solely for the investigation provided for herein purpose of complying with Requirements of Law. (b) The obligations contained in Section 11.1(a) shall not (i) preclude communications or disclosures to comply with accounting and Securities and Exchange Commission disclosure obligations or the preparation rules and regulations of any applicable securities exchange including, without limitation, the filing of this Agreement with the Securities and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party Exchange Commission or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second any applicable securities exchange or (2ndii) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose apply to any Person any information concerning the Business that (x) which is not already generally or becomes available to the public (“Confidential Information”) for any reason other than as a result of disclosure by a Seller or purpose whatsoever, except as compelled by applicable Lawits agents or Buyer or its agents, as reasonably applicable, in violation of its obligations hereunder, (y) which is required to exercise be disclosed in order to obtain a Consent or enforce (z) which is required to be disclosed under applicable law or judicial process, or to any rights under this Agreement Governmental Body having regulatory authority over a Seller or any Ancillary Agreements (provided thatBuyer or its respective Affiliates, the Seller Parties shallas applicable, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in xxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated otherwise covered by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation clause (i) of this Section 11.2 by 11.1(b), but only to the other partyextent it must be disclosed; provided, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved disclosing party shall be entitled notify the non-disclosing party of such obligation promptly in order to injunctive relief permit the non-disclosing party to prevent a violation seek an appropriate protective order or continuing violation hereofsimilar protective treatment thereof.