Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may have obtained regarding the other party during the course of the negotiations leading to the preparation of this Agreement and other related documents. If a party (the "Recipient") 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 confidential 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, materials and other information in confidence shall not apply to any information which (i) is 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, (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.

Confidential Nature of Information. Each party Party agrees that it will treat in confidence this Agreement and all documents, materials and other information which that it may shall have obtained regarding the other party Party 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. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be disclosed or communicated to any third Person (other than, civil investigative demand or similar process) in the case of Buyer, to disclose its counsel, accountants, financial advisors and potential lenders, and in the confidential information case of another party (the "Disclosing Party"Seller, to their counsel, accountants and financial advisors), the Recipient must provide the Disclosing . No 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedreferred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets and may use or disclose other confidential information that is otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party Party from a source other than the disclosing Party, provided such partyother source was not, and such Party would have no reason to believe such source was, subject to a confidentiality obligation in respect of such information, (ii) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such party Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party 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 all copies of nonpublic documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than, civil investigative demand in the case of Buyer, to its counsel, accountants, financial advisors or similar process) lenders, and in the case of Seller, to disclose the confidential information of another party (the "Disclosing Party")its counsel, the Recipient must provide the Disclosing Party with prompt notice of accountants or financial advisors and such request(s) so the Disclosing Party parties as 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts be reasonably required to obtain reliable assurance that confidential treatment will be accorded the third-party consents anticipated by this -49- Agreement). No other party shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; PROVIDED, HOWEVER, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is 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, (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.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before of after the date of this Agreement), the investigation provided for herein pursuant to section 5.01 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 all copies of non-public documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than to their respective counsel, civil investigative demand accountants, financial advisors or similar processlenders) and shall not be used for any purpose 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) detriment of the confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded other party. No other party shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the proposed transaction hereunder; provided, however, that after the Closing TDI may use or disclose any confidential information reasonably related to the business of Columbus or the assets acquired hereunder. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than that the other party, except from insiders and affiliates of such other party, (ii) is or becomes available to the public other than that as a result of disclosure by such party or its agents, (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.

Confidential Nature of Information. Each party agrees From and after the date hereof until the date that it will treat is three (3) years after Closing, Sellers and its Affiliates, on the one hand, and Buyer and its Affiliates (and, following the Closing, the Company), on the other hand, shall, and shall cause their respective representatives to, maintain in confidence this Agreement and all documentsany written, materials and oral or other information which it may have obtained regarding from and pertaining to the other party during Party or its Affiliates, except that the course of the negotiations leading to the preparation foregoing requirements of this Agreement and other related documents. If a party (the "Recipient") 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 confidential 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, materials and other information in confidence Section 11.1 shall not apply to any information which the extent that (i) any such information is or becomes available to such party from a source other than such party, (ii) is or becomes generally available to the public other than than, (A) in the case of Buyer's confidential information, as a result of disclosure by such party Sellers or its agentsAffiliates or any of their respective representatives in violation of this Agreement and, (B) in the case of Sellers' confidential information, as a result of disclosure by Buyer or the Company's or any of their respective Affiliates or representatives in violation of this Agreement, (ii) any such information is required by applicable Requirements of Law or a Governmental Authority to be disclosed after prior notice has been given to the other Party (including in any report, statement, testimony or other submission to such Governmental Authority), (iii) any such information is reasonably required to be disclosed in connection with any Action or in any dispute with respect to this Agreement and the other Ancillary Agreements (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding), (iv) any such information was or becomes available to such Party on a non‑confidential basis and from a source (other than a Party or any Affiliate or representative of such Party) that is not known by such Party to be bound by a confidentiality agreement with respect to such information, (v) any such information relates to the federal Income Tax treatment of the Company, the Purchased LLC Interests, or the purchase transaction evidenced by this Agreement, (vi) any such information is required to be disclosed under applicable law in order to comply with Securities and Exchange Commission disclosure obligations or judicial process, but only to the extent it must be disclosedrules of any stock exchange, or (ivvii) any such party reasonably deems necessary information becomes known or available pursuant to disclose to obtain any or as a result of the consents or approvals contemplated herebycarrying out of the provisions of an Ancillary Agreement, so long as such Ancillary Agreement contains confidentiality provisions, in which case such information shall be governed by the confidentiality provisions contained in such Ancillary Agreement. Each of the Parties shall instruct its Affiliates and representatives having access to such information of such obligation of confidentiality. Notwithstanding the foregoing, nothing in this Section 11.1 shall prohibit (A) Buyer from disclosing after the Closing any information related to the Company, and (B) Sellers from disclosing the terms of this Agreement to their attorneys, accountants, and financial advisers.

Confidential Nature of Information. Each party Party agrees that it will treat in confidence this Agreement and all documents, materials and other information which that it may shall have obtained regarding the other party Party 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. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be disclosed or communicated to any third Person (other than, civil investigative demand or similar process) in the case of Purchaser, to disclose its Representatives and potential lenders, and in the confidential information case of another party (the "Disclosing Party"Sellers, to its Representatives), the Recipient must provide the Disclosing . No 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedreferred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party Party from a source other than the disclosing Party, provided such partyother source was not, and such Party would have no reason to believe such source was, subject to a confidentiality obligation in respect of such information, (ii) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such party Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each party Party agrees that it will treat in confidence this Agreement and keep confidential all documents, materials and other information which it may shall have obtained regarding the other party 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 the Related Documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other related documentsparty all copies of nonpublic documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than to their counsel, civil investigative demand accountants or similar process) to disclose the confidential information of another party (the "Disclosing Party"financial advisors), the Recipient must provide the Disclosing . No 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating and consummating the transactions contemplated hereby; provided, however, that after the Closing, the Company may use or disclose any confidential information with respect to or about the Stations or the Assets otherwise reasonably related to the business of the Stations. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party Party from a source other than such partyanother Party, (iib) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iiic) is required to be disclosed under applicable law Law (including requirements of the FCC pursuant to the FCC Applications and requirements of Governmental Authorities under Antitrust Law) or judicial process, but only to the extent it must be disclosed, or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each party Party agrees that it will treat in confidence this Agreement and all documents, materials and other information which that it may shall have obtained regarding the other party Party 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. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be disclosed or communicated to any third Person (other than, civil investigative demand in the case of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the case of Sellers, to their counsel, accountants and financial advisors). No Party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing, Buyer may use or similar process) to disclose any confidential information included in the Purchased Assets (including confidential information of another party (the "Disclosing Party")Purchased Entity) and may use or disclose other confidential information that is otherwise reasonably related to the Business, 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, Purchased Assets or the Disclosing Party grants a waiver hereunder, the Recipient may furnish that portion (and only that portion) of the confidential 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 furnishedPurchased Entity. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party Party from a source other than the disclosing Party, provided such partyother source was not, and such Party would have no reason to believe such source was, subject to a confidentiality obligation in respect of such information, (ii) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such party Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party 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. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than, civil investigative demand in the case of Buyer, to its counsel, accountants, financial advisors or similar process) lenders, and in the case of Seller, to disclose the confidential information of another its counsel, accountants or financial advisors). No other 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is 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, (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.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding regarding: (a) the Company; (b) any other party 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); (c) the investigation provided for herein; or (d) the preparation of this Agreement and other related documents, and if the transactions contemplated hereby are not consummated, each party will return to the other parties all copies of nonpublic documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than such party’s respective counsel, civil investigative demand accountants, financial advisors or similar process) to disclose the confidential information of another lenders). No 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating, negotiating and consummating the transactions contemplated hereby; provided, however, that after the Closing, Buyer may use or disclose any confidential information with respect to or about the Company or otherwise reasonably related thereto. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which which: (i) is or becomes available to such party from a source other than such party, any other party or its representatives (other than confidential information of the Company or information provided in violation of this Agreement); (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, agents or in violation of this Agreement; (iii) is required to be disclosed under applicable law Requirements of Laws 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.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party 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 parties all copies of nonpublic documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than, civil investigative demand to their counsel, accountants, financial advisors, shareholders or similar process) to disclose the confidential information of another lenders). No other 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever; PROVIDED, HOWEVER, that after the Effective Time, the Purchaser may use or disclose any confidential information included in the assets of the Company as of the Effective Time or otherwise reasonably related to the assets or business of the Company. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is 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, (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.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and during the period prior to the Closing Date all documents, materials and other information which it may shall have obtained regarding the other party and its Affiliates 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 all copies of nonpublic documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than counsel, civil investigative demand accountants or similar process) to disclose the confidential information financial advisors of another FDC and Bank One). No other 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the transactions. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than such partyparty provided such source is not known by the recipient to be subject to an obligation of confidentiality with respect to such information, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) following prior written notice to the other party disclosing the nature of the proposed disclosure and the reasons such disclosure is required, such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. 12.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party 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. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than, civil investigative demand in the case of Buyer, to its counsel, accountants, financial advisors or similar process) lenders, and in the case of a Seller, to disclose its counsel, accountants or financial advisors or as may be required to be disclosed under the confidential information of another Federal securities laws). No other 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Shares; provided, however, that after the Closing, Buyer may use or disclose any confidential information with respect to or about the Company or otherwise reasonably related to the Business or the Shares. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party that is not known by such partyparty to be subject to a obligation of confidentiality with respect to such information, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agentsagents in breach hereof, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosedrequired by such law or process, determined under the advice of counsel, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and during the period prior to the Closing Date all documents, materials and other information which it may shall have obtained regarding the other party and its Affiliates 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 all copies of nonpublic documents and materials which have been furnished in connection therewith. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than counsel, civil investigative demand accountants or similar process) to disclose the confidential information financial advisors of another FDC and Bank One). No other 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 confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the transactions. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than such partyparty provided such source is not known by the recipient to be subject to an obligation of confidentiality with respect to such information, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) following prior written notice to the other party disclosing the nature of the proposed disclosure and the reasons such disclosure is required, such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the any other party 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), and the preparation of this Agreement and other related documents. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than counsel, civil investigative demand accountants or similar process) to disclose the financial advisors). No party shall use any confidential information of another any other party (in any manner whatsoever except solely for the "Disclosing Party"), purpose of evaluating and consummating 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 transactions contemplated by 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 confidential 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, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than such party, which obtained such documents without breach of any legal or fiduciary duty, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or law, judicial process, or by any Governmental Body with jurisdiction in the matter, but in each case 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 herebyhereby or to otherwise comply with or enforce the terms of this Agreement or any Ancillary Agreement.)

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party 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. If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person except to employees, civil investigative demand representatives or similar process) partners of Buyer or Seller with a need to disclose the confidential information of another party (the "Disclosing Party"), the Recipient must provide the Disclosing Party with prompt notice of know and 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) persons shall be informed of the confidential information which it is legally compelled to disclose and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded nature of such information. No party shall use any confidential information so furnishedin any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Licenses. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such a party hereto from a source other than such partyanother party hereto, (ii) is or becomes available to the public other than as a result of disclosure by such a party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) is independently developed by such party without reference to the confidential information of the other party; (v) a party reasonably deems necessary to disclose to in order to obtain any of the consents or approvals contemplated hereby. To the extent the provisions of this paragraph conflict with the existing Non-Disclosure Agreement ("NDA") between the parties, the provisions of the NDA shall prevail.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding the other party or its Affiliates 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 shall return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by such party from such information (and confirm to the other party in writing that it has done so). If a party (the "Recipient") is requested or required (by oral questions, interrogatories, requests for information or Such documents, subpoenamaterials and information shall not be communicated to any third Person (other than to a party’s counsel, civil investigative demand accountants, financial advisors or similar process) to disclose the lenders). No party shall use any such confidential information in any manner whatsoever except solely for the purpose of another party (evaluating 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 transactions contemplated by this Agreement. In ; provided, however, that after the event that such protective order Closing, Buyer may use or other remedy is not obtained, or the Disclosing Party grants a waiver hereunder, the Recipient may furnish that portion disclose any confidential information (and only that portioni) of the confidential information which it is legally compelled Company Group or the Business (other than the Seller Business), or (ii) related to disclose the Contributed Assets and must exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any confidential information so furnishedthe Assumed Liabilities. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than such other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial processRequirements of Law, 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.

Confidential Nature of Information. Each party agrees that it will treat in confidence this Agreement and all documents, materials and other information which it may shall have obtained regarding any of the other party 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. If a party documents (the "Recipient") 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 PartyConfidential Information"), 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 and, in the event that the transactions contemplated hereby shall not be consummated, each party will return to such protective order or other remedy is parties all copies of Confidential Information which have been furnished in connection therewith. Confidential Information shall not obtainedbe communicated to any third Person (other than the parties' respective counsel, accountants, financial advisors, or environmental consultants). No party shall use any Confidential Information in any manner whatsoever except solely for the Disclosing Party grants a waiver hereunderpurpose of evaluating the proposed transaction. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any Confidential Information related to Seller, the Recipient may furnish that portion (and only that portion) Merged Companies or Phoenix of the confidential 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 furnishedHendersonville. The obligation of each party to treat such documents, materials and other information Confidential Information in confidence shall not apply to any information Confidential Information which (i) is or becomes available to such party from a source other than such party, so long as such source is not under any obligation to treat the Confidential Information confidentially, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (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 disclosure necessary to disclose to obtain any of the consents or approvals contemplated hereby.