Common use of Confidentiality and Publicity Clause in Contracts

Confidentiality and Publicity. (a) Prior to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated hereby.

Confidentiality and Publicity. (a) Prior Each party will use commercially reasonable efforts to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event assure that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of such party may obtain from the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others other in connection with trading in this Agreement with respect to the securities other's Cable Business and Systems (it being understood and agreed that all proprietary information of Parent or for the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be kept confidential and such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other purpose. For the avoidance Person (other than its directors, officers and employees and representatives of doubt, this Section 5.5(c) does not prohibit its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. In the event of termination of this Agreement, each party will use all reasonable efforts to cause to be delivered to the other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution hereof. (b) Neither party will issue any press release or make any other public announcement or any oral or written statement to its or the other party's employees concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other, which consent and approval may not be unreasonably withheld.

Confidentiality and Publicity. (a) Prior Each party will use commercially reasonable efforts to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event assure that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of such party may obtain from the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others other in connection with trading in this Agreement with respect to the securities other's Cable Business and Systems (it being understood and agreed that all proprietary information of Parent or for the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other purpose. For the avoidance Person (other than its directors, officers and employees and representatives of doubt, this Section 5.5(c) does not prohibit its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. In the event of termination of this Agreement, each party will use all reasonable efforts to cause to be delivered to the other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution hereof. (b) Neither party will issue any press release or make any other public announcement or any oral or written statement to its or the other party's employees concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other, which consent and approval may not be unreasonably withheld.

Confidentiality and Publicity. (a) Prior 22.1 Subject to the Closingexceptions provided in clauses 22.2 and 22.3, each neither of the Warrantors and Parties shall, from the Parent Parties (each a “Non-disclosure Obligor”) agrees toSigning Date until the expiry or termination of this Agreement or within the period of one year following such expiry or termination of this Agreement, and shall cause without the consent of the other Party, divulge or allow or permit its agents, representatives, Affiliatesofficers, employees, officers and directors to: (i) treat and hold as confidential (and not disclose agents or provide access contractors to divulge, to any Person to) all person or entity any of the contents of this Agreement or any commercially confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) negotiations concerning this Agreement or any commercially confidential information relating to this Agreement which may come to a Party's knowledge in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice course of such requirement so that Parent negotiations or otherwise concerning the applicable Group Company may seek a protective order operations, contracts, commercial or other remedy financial arrangements or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft affairs of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent other Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) . 22.2 The restrictions imposed by clause 22 shall not apply to the disclosure of any information that, at the time of disclosure, is in information: (a) which now or hereafter comes into the public domain and was not disclosed in otherwise than as a result of a breach of this Agreement by any Non-disclosure Obligor an undertaking of confidentiality or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have which is obtainable from sources other than the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise.Parties; (b) No Party shall make, or cause where and to the extent it is required under Applicable Laws to be made, disclosed to any press release or public announcement in respect of this Agreement or person who is authorised by such Applicable Laws to receive the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement.same; (c) Each where and to the extent it is required to be disclosed by the regulations of any recognised exchange upon which the share capital of the Non-Disclosure Obligors other than Party making the Parent Parties disclosure is or is proposed to be from time to time listed or dealt in; (collectivelyd) where and to the extent it is required to be given to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the disclosing Party is party; (e) which is given by a Party to any of its officers or employees or to any of its Affiliates or such Affiliate's officers or employees who require the same to enable them properly to carry out their duties, provided that such persons are bound by obligations of confidentiality equivalent to those in this clause 22; (f) which is given by a Party to any of its consultants, banks, financiers, insurers or advisors or to any of its Affiliate or such Affiliate's consultants, banks, financiers, insurers or advisors, provided that such persons are bound by obligations of confidentiality equivalent to those in this clause 22; or (g) which is given by the Developer to a bona fide potential investor in, or purchaser of the shares in, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries Developer or the Group Companies assets comprising the Facility (or relating to the transactions contemplated hereby) totheir professional consultants, trade or advise others in trading in the securities of Parent while in possession of such material non-public informationbanks, financiers, or disseminate advisors), provided that such material non-public information persons are bound by obligations of confidentiality equivalent to others those in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebyclause 22.

Confidentiality and Publicity. You shall maintain the Service Offerings, Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content, all methods, algorithms and concepts utilized therein, technical and non-technical information and documentation related thereto), patent, copyright, trademark, trade secret, proprietary information, intellectual property, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, design details and specifications, architecture, and information of ISS or its licensors or suppliers or and any information related thereto (hereinafter “Confidential Information”) in confidence as follows: (a) Prior to the Closing, each You shall reproduce and include copyright and proprietary notices on all copies of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (Confidential Information in the case same form and manner that such Non-disclosure Obligor is a Warrantor) or copyright and proprietary notices are included on the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwiseConfidential Information. (b) No Party shall make, or cause You agree to be made, maintain the Confidential Information in secure premises to prevent any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation unauthorized person from such other Parties that they have no further comments to the content of such proposed press release or public announcementgaining access thereto. (c) Each You agree not to disclose the Confidential Information to any person or entity, except to employees of you to whom such disclosure is necessary to permit You to exercise its rights hereunder. You shall advise each employee to whom such disclosure is made of the Non-Disclosure Obligors other than need to maintain the Parent Parties Confidential Information in confidence and shall entered a confidentiality agreement with employee to protect third party confidential information. (collectively, d) You warrant that all individuals having access to the Confidential Information will observe and perform the covenants set forth in this “No-xxxxxxx Xxxxxxx Obligors”Confidentiality and Publicity” section. (e) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions You shall give ISS written notice of any unauthorized disclosure or use of the SEC and Confidential Information as soon as you learns or becomes aware of it. You will not issue any press release or make any other competent Government Authorities. Without limiting the generality public communication with respect to this Agreement or your use of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebyService Offerings.

Confidentiality and Publicity. (a) Prior Guarantor agrees, and agrees to cause each of his Affiliates, (i) except to the Closing, each of the Warrantors and the Parent Parties extent required by applicable laws or regulations (each a “Non-disclosure Obligor”) agrees toin which case Guarantor shall, and shall cause its agentshis Affiliates to, representatives, Affiliates, employees, officers request and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its use his best efforts to obtain assurances that confidential treatment will be accorded of such information to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Partyextent permitted by applicable law), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments not to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to transmit or disclose any information that, at the time of disclosure, is in the public domain and was not disclosed in breach provision of this Agreement or any other Loan Document to any Person (except as permitted in the Financing Agreement) without Agent’s prior written consent, and (ii) to inform all Persons of the confidential nature of this Agreement and the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by any Non-disclosure Obligor these provisions. Agent reserve the right to review and approve all materials that Guarantor or any of its agentshis Affiliates prepares that contain Agent’s or any Lender’s name or describe or refer to any Loan Document, representativesany of the terms thereof or any of the transactions contemplated thereby. Guarantor shall not, Affiliatesand shall not permit any of his Affiliates to, employees, officers use Agent’s or directors, any Lender’s name (B) each Party shall have or the right to disclose name of any information to of its Affiliates) in connection with any of his business operations, employees, except as permitted in the Financing Agreement. Nothing contained in any Loan Document is intended to permit or authorize Guarantor or any of his Affiliates to contract on behalf of Agent or any Lender. (b) Each party covenants for itself and its directors and officers that it will use due care to prevent its officers, directors, counselemployees, auditormembers, shareholdermanagers, agents stockholders, controlling persons, affiliates, agents, lenders, advisors (including, without limitation, attorneys, accountants, consultants, bankers and representatives on financial advisors) from (x) disclosing any non-public information of any other party to Persons other than to its officers, directors, employees, members, managers, stockholders, controlling persons, affiliates, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), or (y) using non-public information in any manner that would constitute a need-to-know basisviolation of federal or state securities laws; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same a party may disclose or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, deliver any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information of another party should such first party be advised by its counsel that are subject such disclosure or delivery is required by law, regulation or judicial or administrative order. For purposes of this subparagraph, “due care” means at least the undertakings same level of care that such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding party would use to protect the business confidentiality of its own sensitive or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public proprietary information, or disseminate such material non-public information to others in connection with trading in the securities and this obligation shall survive termination of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebyAgreement.

Confidentiality and Publicity. (a) Prior Each party will use commercially reasonable efforts to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event assure that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of such party may obtain from the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others other in connection with trading in this Agreement or from AT&T with respect to the securities Cable Business and Systems (it being understood and agreed that all proprietary information of Parent or for AT&T that is included among the Assets shall become the proprietary information of Insight at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other purpose. For the avoidance Person (other than its directors, officers and employees and representatives of doubt, this Section 5.5(c) does not prohibit its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. In the event of termination of this Agreement, each party will use all reasonable efforts to cause to be delivered to the other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution hereof. (b) Neither Insight nor AT&T will issue any press release or make any other public announcement or any oral or written statement to its or the other party's employees concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other, which consent and approval may not be unreasonably withheld.

Confidentiality and Publicity. (a) Prior to the Closing, each Each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) Seller agrees to, and shall cause its or his agents, representatives, Affiliates, employees, officers and directors to: to (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) Purchaser, the Business or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor the Founder or the Seller or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or Purchaser and the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, Company with prompt written notice of such requirement so that Parent the Purchaser or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a6.6(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives Purchaser and the Company waive compliance with this Section 5.5(a6.6(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information, ; provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a6.6(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor the Founder or the Seller or any of its or his agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other PartiesPurchaser (in the case of a proposed release or announcement by any Seller or the Company) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority in which case Authority; provided, that such consent shall not be unreasonably withheld, conditioned or delayed. The Parties acknowledge that NaaS Technology Inc. as the Party being sole shareholder of the Purchaser and a publicly traded company, may be required to make such issue a press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public otherwise publicly disseminate certain information regarding the business or affairs transactions contemplated by the Transaction Documents, and the Founder and the Seller shall provide all reasonable cooperation (in the case of Parent and its Subsidiaries or the Group Companies or relating Seller, to the transactions contemplated herebyextent it is possible for the Seller to cooperate) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebythat regard.

Confidentiality and Publicity. (a) Prior Each party will use commercially reasonable efforts to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event assure that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of such party may obtain from the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others other in connection with trading in this Agreement with respect to the securities other’s Cable Business and Systems (it being understood and agreed that all proprietary information of Parent or for the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other purpose. For the avoidance Person (other than its directors, officers and employees and representatives of doubt, this Section 5.5(c) does not prohibit its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. In the event of termination of this Agreement, each party will use all reasonable efforts to cause to be delivered to the other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution hereof. (b) Neither Insight or AT&T Broadband will issue any press release or make any other public announcement or any oral or written statement to its or the other party’s employees concerning this Agreement and the transactions contemplated hereby, except as already issued or made or except as required by applicable Legal Requirements, without the prior written consent and approval of the other, which consent and approval may not be unreasonably withheld.

Confidentiality and Publicity. During the course of the parties’ commercial relationship, either party may have or may be provided access to the other party’s confidential information and materials, including, but not limited to, information deemed by the disclosing party to be non-public, proprietary, secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or products, pricing of goods or services, formulas, processes, ideas, inventions (whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information in accordance with any non-disclosure agreement, confidentiality agreement or similar instrument executed by the parties hereto (“NDA”); provided, that, in the absence of an NDA, at a minimum, each party hereto agrees to (a) Prior maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until such time as the Confidential Information becomes rightfully available to the Closing, each public through no fault of the Warrantors receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, express or implied, as to the accuracy or completeness of Buyer’s Confidential Information and Buyer shall assume no liability resulting from the Parent Parties (each use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a “Non-disclosure Obligor”) agrees tocommercial relationship, to any third party without the written consent of the other party. Notwithstanding the foregoing, either Party may publicly disclose the existence and shall cause its agents, representatives, Affiliates, employees, officers content of these Terms and directors to: Conditions or the Purchase Order without the consent of the other Party (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) extent required by applicable federal and state securities laws in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled effect from time to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basistime; provided, however, that the Party with the requirement to disclose shall give the other Party prior written notice of such Persons shall be advised requirement including reasonable particulars; (ii) to third parties who agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the relevant Party or any of its affiliates and (iii) to Suppliers, service providers and consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement and agree to keep such information confidential. Neither party may use the other party’s name or the transactions contemplated hereby trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or otherwise communicate with any news media client listings without the other party’s prior written consent of consent. *** Certain information in this document has been omitted and filed separately with the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties Securities and Exchange Commission. Confidential treatment has been requested with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments respect to the content of such proposed press release or public announcementomitted portions. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated hereby.

Confidentiality and Publicity. (a) Prior 8.1 Confidentiality Disclosures of confidential and proprietary information --------------- hereunder made by either party to the Closingother shall be made in writing (or promptly confirmed in writing if made in another form), and shall be marked "Confidential." Such confidential information shall be safeguarded by the recipient in the same manner and to the same extent that it safeguards its own confidential information and materials, and shall not be disclosed to third parties (other than each party's financial and legal advisors, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees towhom shall be bound by confidentiality obligations identical to those contained herein, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose whether express or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Partyimplied), except as applicable, otherwise expressly permitted in this AGREEMENT or relating permitted in writing by the disclosing party. Each party agrees to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of use such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to for the purposes contemplated in this AGREEMENT. These mutual obligations of confidentiality shall apply for a period of ten (10) years after the termination of this AGREEMENT, but such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) obligations shall not apply to any information that, : (a) is available to the public at the time of disclosure, it is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise.disclosed; (b) No Party becomes available to the public without a breach of this AGREEMENT by the recipient of such confidential information; (c) recipient already possesses at the time it is disclosed as evidenced by written documentation; (d) is internally developed by recipient independently of and wholly without knowledge of the disclosing party's confidential information as evidenced by written documentation; (e) is required to be disclosed by XXXXXX in order to manufacture, have manufactured, market or sell a LICENSED PRODUCT; or (f) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction. 8.2 Publicity Neither party shall makeuse the name of the other party or any of --------- its employees in any advertising, promotional, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media sale literature without the prior written consent of the other Partiesparty, unless otherwise required by Law or Government Authority in which case such consent not to be unreasonably withheld. A party may, however, disclose the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date existence of this Agreement until AGREEMENT. XXXXXX shall not use the earlier name of CAT or any of CAT's trademarks in connection with the Closing and termination use or sale of this Agreement pursuant to Section 7.1LICENSED PRODUCT by XXXXXX or any advertising, promotional, or sales literature, without the express prior consent of CAT. CAT shall not publish any documents containing references to XXXXXX BACKGROUND IP or RESEARCH COLLABORATION IP absent XXXXXX'x prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebyconsent.

Confidentiality and Publicity. (a) Prior to Following the Closing, each of the Warrantors party and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as Affiliates will keep confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of such party or its Affiliates received from another party or its Affiliates in connection with this Agreement unrelated to the undertakings of such No-xxxxxxx Xxxxxxx Obligors under Systems or Assets transferred by the other party or its Affiliates pursuant to this Section 5.5 (including Agreement as well as any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, party or disseminate its Affiliates related to the Systems or Assets transferred by such material non-public party or its Affiliates to the other party or its Affiliates pursuant to this Agreement (any such information that a party is required to others in connection with trading in the securities of Parent or for keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each party and its Affiliates will not disclose any Confidential Information to any other purpose. For the avoidance Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of doubtits advisers and lenders, this Section 5.5(c) does not prohibit in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided that (i) such party and its Affiliates may use and disclose any such information once it has been publicly disclosed (other than by such party or any of its Affiliates in breach of the obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party or its Affiliates (other than from the other party or its Affiliates), and (ii) to the extent that such party or its Affiliates may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party or its Affiliates may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. (b) Adelphia and Comcast each will consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements, and any oral or written statements to Comcast System Employees and Adelphia System Employees concerning this Agreement and the transactions contemplated hereby. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, neither Adelphia nor Comcast will make any such release, announcement or statement without the prior written consent and approval of the other not to be unreasonably withheld. Adelphia and Comcast will each respond promptly to any such request for consent and approval.

Confidentiality and Publicity. (a) Prior Having regard to the Closingfact that the Parties may from time to time disclose some or all of their confidential information to one another, each Party hereby irrevocably agrees and undertakes, in favour of each other Party, and in order to protect each Party's proprietary interests in and to its confidential information- not, during the existence of this Contract or at any time thereafter, to use, divulge or disclose, directly or indirectly to any person or entity whatsoever, in any form or manner whatsoever, either directly or indirectly, the confidential information of any other Party (or any portion thereof) that may have been disclosed or communicated to or acquired by the recipient; not, during the existence of this Contract or at any time thereafter, to use, exploit, permit the use of or in any other manner whatsoever apply the confidential information of any other Party (or any portion thereof) for its own benefit or for any other purpose whatsoever other than for the purpose for which it was disclosed and otherwise than in accordance with the provisions of this Contract; and during the existence of this Contract and at all times thereafter, to maintain in secrecy all confidential information of the Warrantors and other Party which may have been disclosed or communicated to or acquired by the Parent Parties (each a “Non-disclosure Obligor”) agrees torecipient. Notwithstanding the provisions of 67.1, and any Party shall cause be entitled to disclose the confidential information of another Party to such of its agentsshareholders, representatives, Affiliatesdirectors, employees, officers advisors and/or agents ("associated Parties") as may be necessary for the purpose for which that confidential information was disclosed to it or for purposes of operating and directors to: (i) treat and hold as confidential (and not disclose or provide access executing the Concession, provided that the relevant Party disclosing same shall take whatever steps are necessary to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case ensure that such Nonassociated Parties agree to abide by the terms of this clause 67 and each conclude a separate confidentiality and non-disclosure Obligor is agreement mutatis mutandis on the terms and conditions set out in this clause 67 in order to prevent the unauthorised disclosure of the confidential information to third Parties. Each Party hereby - acknowledges that the unauthorised disclosure of the confidential information of another Party (or any portion thereof) to a Warrantorthird Party may cause irreparable loss, harm and damage to such other Party and accordingly hereby indemnifies and holds each other Party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, suffered or sustained by such other Party pursuant to a breach by the first mentioned Party or any associated Party of the first mentioned Party of the provisions of this Contract; and undertakes to take all such steps as may be necessary to prevent the confidential information of another Party (or any portion thereof) falling into the hands of unauthorised third Parties; and accepts responsibility for all acts and omissions of its associated Parties in relation to the confidential information of another Party. Any and all documentation or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or records relating to the transactions contemplated hereby, (ii) in confidential information of any Party which comes into the event that any Non-disclosure Obligor possession of another Party or any such agentone or more of its associated Parties during the existence of this Contract or at any time thereafter - shall be deemed to form part of the confidential information of the firstmentioned Party; shall be deemed to be the property of the firstmentioned Party; shall not be copied, representativereproduced, Affiliate, employee, officer published or director becomes legally compelled circulated by the recipient or any associated Party of the recipient save as may be required by the recipient to disclose fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the basis set out in 67.2; shall be surrendered to the firstmentioned Party on demand on termination of this Contract and neither the recipient nor any such information, provide Parent (of its associated Parties shall retain any copies or précis thereof or extracts therefrom save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (basis set out in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), 67.2. Any and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential all information which is legally required acquired by a Party pursuant to the implementation of this Contract, in whatever form or from whatsoever source (specifically including, but not limited to, information verbally communicated), shall be deemed to be provided confidential information and exercise its best efforts shall be subject to obtain assurances that confidential treatment will be accorded the provisions contained herein. The above undertakings relating to such information, provided, however, that such Nonconfidentiality and non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information thatwhich - the Council is required to disclose to any Competent Authority, or customer pursuant to the Regulatory Provisions provided that in such circumstances the Party about to disclose any confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; is disclosed to the Operator or to any Subcontractor of the Concessionaire or of the Operator; a Party can demonstrate is already in the public domain or becomes available to the public otherwise than by its default or the default of any of its associated Parties; a Party can demonstrate to have been in its possession at the time of disclosureits disclosure hereunder without an obligation of confidence, is as proved by such Party's written records; a Party can demonstrate was independently acquired or developed in the public domain and was circumstances that do not disclosed in amount to a breach of the provisions of this Agreement Contract by any Non-disclosure Obligor it or by any of its agentsassociated Parties, representativesas proved by such Party's written records; a Party can demonstrate was acquired by it independently from a third Party acting in good faith which has not previously obtained the confidential information directly or indirectly under a confidentiality obligation from another Party, Affiliatesas proved by such Party's written records; is disclosed by a Party to any Competent Authority or to satisfy an order of a court of competent jurisdiction or to comply with the provisions of the Regulatory Provisions or of any law or regulation in force from time to time, employees, officers or directors, (B) each provided that in such circumstances the Party shall have the right about to disclose any confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; a Party uses or discloses in order to pursue any legal remedy available to it; a Party discloses to a person or entity who is negotiating with such Party for the acquisition of an interest in such Party , provided that the person or entity to whom any disclosure is made shall first have undertaken in writing not to disclose such information to another person or entity and to use it only for the purpose of evaluating its Affiliatesdecision; or a Party discloses to its shareholders to enable such shareholders to consider the value and prospects of their shareholdings; a Party discloses to the Lenders, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, provided that such Persons the Party about to disclose any confidential information of another Party shall be advised only disclose that portion of the confidential nature information of the other Party which it is legally required to disclose and shall use all reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances. In order to protect the confidential information of the Parties, each Party hereby undertakes - to claim and are under enforce similar confidentiality undertakings from all its associated Parties to whom the same confidential information of another Party (or equivalent non-disclosure obligation provided hereunder any portion thereof) has been disclosed; and to preclude other persons having access to the confidential information of the other Parties and shall only allow the aforesaid category of persons to come into contact with such confidential information. Save as may be required by law or appropriate non-disclosure obligations imposed by professional ethicsany regulatory authority, Law, contract no announcement or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect publicity of content of this Agreement Contract or the transactions contemplated hereby embodied in this Contract shall be made or otherwise communicate with issued by or on behalf of any news media Party without the prior written consent agreement of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government AuthoritiesParty. Without limiting the generality of the foregoing, from the date For purposes of this Agreement until clause 67, "confidential information" of any Party means all technical, trade, commercial, financial and management information and secrets of a Party, including (but is not limited to) any information in respect of formulae, know-how, statistics, processes, systems, business methods and techniques used by that Party in the earlier conduct of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors business; any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including contained in any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) toother model, trade or advise others network and/or architecture design, all information contained in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others any document prepared by that Party in connection with trading the Concession; all computer software, software concepts, specifications and internal control systems of that Party; all trade secrets, inventions, technical data, user or Consumer data, research and development data, profiles, designs, formulations and all other information belonging to or in the securities possession of Parent or for that Party and used by it in its business operations; knowledge of details and particulars in regards to that Party's suppliers, customers and business associates; that Party's methods of conducting business, management, costs and related matters; any other purpose. For information which relates to the avoidance business of doubt, this Section 5.5(c) does that Party which is not prohibit readily available in the consummation normal course of business to competitors of that Party and which may come to the knowledge of the transactions contemplated herebyrecipient, and all other information, documentation, material or ideas of that Party, in whatever form and contained on whatever media, whether subject to or protected by common law or statutory laws relating to copyright, patent, trade xxxx (registered or unregistered) or otherwise. It is recorded that a copy of the Contract will be submitted to the Minister.

Confidentiality and Publicity. You shall maintain the Service Offerings, the automotive tool APIs, the ISS Content, and Third- Party Content, all methods, algorithms and concepts utilized therein, technical and non-technical information and documentation related thereto), patent, copyright, trademark, trade secret, proprietary information, intellectual property, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, design details and specifications, architecture, and information of ISS or its licensors or ISSs or and any information related thereto (hereinafter “ISS Confidential Information”) in confidence as follows: (a) Prior to the Closing, each You shall reproduce and include copyright and proprietary notices on all copies of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (ISS Confidential Information in the case same form and manner that such Non-disclosure Obligor is a Warrantor) or copyright and proprietary notices are included on the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwiseISS Confidential Information. (b) No Party shall make, or cause You agree to be made, maintain the ISS Confidential Information in secure premises to prevent any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation unauthorized person from such other Parties that they have no further comments to the content of such proposed press release or public announcementgaining access thereto. (c) Each You agree not to disclose the ISS Confidential Information to any person or entity, except to employees of you to whom such disclosure is necessary to permit You to exercise its rights hereunder. You shall advise each employee to whom such disclosure is made of the Non-Disclosure Obligors other than need to maintain the Parent Parties ISS Confidential Information in confidence and shall entered a confidentiality agreement with employee to protect third party confidential information. (collectively, d) You warrant that all individuals having access to the ISS Confidential Information will observe and perform the covenants set forth in this “No-xxxxxxx Xxxxxxx Obligors”Confidentiality and Publicity” section. (e) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions You shall give ISS written notice of any unauthorized disclosure or use of the SEC and ISS Confidential Information as soon as you learns or becomes aware of it. You will not issue any press release or make any other competent Government Authorities. Without limiting the generality public communication with respect to this Agreement or your use of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebyService Offerings.

Confidentiality and Publicity. (a) Prior to No Member or any of its Affiliates or the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and Company or any Subsidiary thereof shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose issue any press release or provide access to make any Person to) all confidential other public announcement or proprietary information statement with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other PartiesMember(s) (which consent may be granted, unless withheld and/or conditioned in the discretion of the other Member(s)), except as otherwise may be required by Law applicable law, judicial order or Government Governmental Authority in which case (or the Party being required rules or regulations of any Governmental Authority); provided, however, that the CIM Member and its Affiliates shall be permitted to issue press releases and make such press release or other public announcement shall provide the other Parties announcements and statements with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments respect to the content transactions contemplated in this Agreement without the prior consent of such proposed press release or public announcementany Co-Investor Member. (cb) Each Co-Investor Member shall cause its members, principals, partners, shareholders, controlling persons, officers, directors, agents and employees, direct and indirect, to maintain in confidence the written, oral or other information treated as proprietary by and released in confidence from the Company or any Subsidiary thereof or any Member in connection with the business and affairs of the NonCompany or any Subsidiary thereof or the Property or the Project unless (i) the same becomes publicly available through no fault of any such party, (ii) the same was within its possession on a non-Disclosure Obligors other than confidential basis prior to its disclosure by the Parent Parties Company, Subsidiary, or Member, (collectively, iii) disclosure is reasonably necessary in connection with any transaction authorized pursuant to the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date terms of this Agreement, (iv) disclosure is required by applicable law, judicial order, Governmental Authority (or the rules or regulations of any Governmental Authority or stock exchange) claiming or having jurisdiction over such Co-Investor Member, (v) disclosure is reasonably necessary to permit the disclosing party to perform its obligations under this Agreement until or to enforce the earlier of the Closing terms hereof, or (vi) disclosure is made to such party’s agents, direct and termination indirect equity holders, attorneys, accountants, or other professional or investment advisors (existing or proposed) provided that such disclosure is made in confidence and shall be kept in confidence (subject to exceptions similar to those set forth in clauses (i) through (v) of this Agreement pursuant to sentence) (and for the avoidance of doubt a Co-Investor Member shall be liable for claims and/or damages resulting from any disclosure or unauthorized use of any such confidential information by any such person described in this sentence in violation of this Section 7.1, without 13.19(b)). Each Co-Investor Member acknowledges and agrees that the express prior written consent of Parent, which consent information about the Property that it will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any receive may constitute material non-public information that are subject about CMCT, the ultimate corporate parent of the undertakings CIM Member. As United States securities law prohibits the trading of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such based on material non-public information, each Co-Investor Member acknowledges and agrees that there may be occasions when it (or disseminate any of its Affiliates that come into possession of information about the Property) may not be able to buy or sell any securities of CMCT. (c) The Managing Member shall cause its members, principals, partners, shareholders, controlling persons, officers, directors, agents and employees, direct and indirect, to maintain in confidence the written, oral or other information treated as proprietary by and released in confidence from each Co-Investor Member unless (i) the same becomes publicly available through no fault of any such material party, (ii) the same was within its possession on a non-public information confidential basis prior to others its disclosure by the Managing Member, (iii) disclosure is reasonably necessary in connection with trading any transaction authorized pursuant to the terms of this Agreement, (iv) disclosure is required by applicable law, judicial order, Governmental Authority (or the rules or regulations of any Governmental Authority or stock exchange) claiming or having jurisdiction over the Managing Member, (v) disclosure is reasonably necessary to permit the disclosing party to perform its obligations under this Agreement or to enforce the terms hereof, or (vi) disclosure is made to such party’s agents, direct and indirect equity holders, attorneys, accountants, or other professional or investment advisors (existing or proposed) provided that such disclosure is made in confidence and shall be kept in confidence (subject to exceptions similar to those set forth in clauses (i) through (v) of this sentence) (and for the securities avoidance of Parent doubt the Managing Member shall be liable for claims and/or damages resulting from any disclosure or for unauthorized use of any other purposesuch confidential information by any such person described in this sentence in violation of this Section 13.19(c)). For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation Co-Investor Members acknowledge that the Managing Member will be publicly disclosing the identities of the transactions contemplated herebyCo-Investor Members after the Effective Date in required securities law filings.

Confidentiality and Publicity. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. During the course of the parties’ commercial relationship, either party may have or may be provided access to the other party’s confidential information and materials, including, but not limited to, information deemed by the disclosing party to be non-public, proprietary, secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or products, pricing of goods or services, formulas, processes, ideas, inventions (whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information in accordance with any non-disclosure agreement, confidentiality agreement or similar instrument executed by the parties hereto (“NDA”); provided, that, in the absence of an NDA, at a minimum, each party hereto agrees to (a) Prior maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until such time as the Confidential Information becomes rightfully available to the Closing, each public through no fault of the Warrantors receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, express or implied, as to the accuracy or completeness of Buyer’s Confidential Information and Buyer shall assume no liability resulting from the Parent Parties (each use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a “Non-disclosure Obligor”) agrees tocommercial relationship, to any third party without the written consent of the other party. Notwithstanding the foregoing, either Party may publicly disclose the existence and shall cause its agents, representatives, Affiliates, employees, officers content of these Terms and directors to: Conditions or the Purchase Order without the consent of the other Party (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) extent required by applicable federal and state securities laws in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled effect from time to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basistime; provided, however, that the Party with the requirement to disclose shall give the other Party prior written notice of such Persons shall be advised requirement including reasonable particulars; (ii) to third parties who agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the relevant Party or any of its affiliates and (iii) to Suppliers, service providers and consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement and agree to keep such information confidential. Neither party may use the other party’s name or the transactions contemplated hereby trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or otherwise communicate with any news media client listings without the other party’s prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcementconsent. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated hereby.

Confidentiality and Publicity. The Lender and any of its Assignees and/or Participants (collectively, the “Lending Parties”), agree to keep confidential any information furnished or made available to it by the Borrower, Holdings or any Affiliate of Holdings (the foregoing, collectively, the “Borrower Parties”) pursuant to or in furtherance of the transactions contemplated by this Agreement, including, without limitation, information relating to the Eligible Loans; provided, however, that nothing herein shall prevent any Lending Party from disclosing such information (a) Prior to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent other Lending Party), as applicable, or relating to the transactions contemplated herebyany Affiliate, (ii) in the event that any Non-disclosure Obligor or any such agentofficer, representative, Affiliatedirector, employee, officer agent, or director becomes legally compelled advisor of any Lending Party, provided, however, that each such Person agrees in writing to disclose any such information, provide Parent (in be or is otherwise bound to maintain the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice confidentiality of such requirement so that Parent or information and uses the applicable Group Company may seek a protective order or other remedy or waive compliance same only in connection with this Section 5.5(a)the establishment, and (iii) in the event that such protective order or other remedy is not obtainedadministration, reporting with respect to, or either Parent enforcement of the Credit Documents, (b) to any other Person if reasonably incidental to the establishment administration and/or enforcement of the Credit Documents, such as an attorney or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such informationaccountant for a Lending Party, provided, however, that such Non-disclosure Obligor shall have provided a draft Person agrees in writing to or is otherwise bound to maintain the confidentiality of such information and uses the same only in connection with the establishment, administration, reporting with respect to, or enforcement of the proposed disclosure to Parent Credit Documents, (in c) as required by any law, rule, or regulation, (d) upon the case order of any court or administrative agency having appropriate jurisdiction of any party hereto or related subject matter, (e) upon the request or demand of any regulatory agency or authority having appropriate jurisdiction of any party hereto or related subject matter, (f) that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments becomes available to the content of such proposed disclosure; provided, further, public or that (A) this Section 5.5(a) shall not apply is or becomes available to any information thatLending Party other than as a result of a disclosure by any Lending Party prohibited by this Agreement, at the time of disclosure, is (g) in the public domain and was not disclosed in breach of connection with any litigation related to this Agreement by any Non-disclosure Obligor to which such Lending Party or any of its agents, representatives, Affiliates, employees, officers or directorsAffiliate may be a party, (Bh) each Party shall have to the right to disclose extent necessary in connection with the exercise of any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are remedy under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby any other Credit Document, and (i) subject to provisions substantially similar to those contained in this Section 10.21 or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments customary confidentiality requirements applicable to the content syndication of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectivelycredit facilities, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with but in all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be cases subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors a written agreement to maintain confidentiality to any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business actual or affairs of Parent and its Subsidiaries proposed Participant or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebyAssignee.

Confidentiality and Publicity. (a) Prior to No Member or any of its Affiliates or the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and Company or any Subsidiary thereof shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose issue any press release or provide access to make any Person to) all confidential other public announcement or proprietary information statement with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other PartiesMember(s) (which consent may be granted, unless withheld and/or conditioned in the discretion of the other Member(s)), except as otherwise may be required by Law applicable law, judicial order or Government Governmental Authority in which case (or the Party being required rules or regulations of any Governmental Authority); provided, however, that the CIM Member and its Affiliates shall be permitted to issue press releases and make such press release or other public announcement shall provide the other Parties announcements and statements with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments respect to the content transactions contemplated in this Agreement without the prior consent of such proposed press release or public announcementany Co-Investor Member. (cb) Each Co-Investor Member shall cause its members, principals, partners, shareholders, controlling persons, officers, directors, agents and employees, direct and indirect, to maintain in confidence the written, oral or other information treated as proprietary by and released in confidence from the Company or any Subsidiary thereof or any Member in connection with the business and affairs of the NonCompany or any Subsidiary thereof or the Property or the Project unless (i) the same becomes publicly available through no fault of any such party, (ii) the same was within its possession on a non-Disclosure Obligors other than confidential basis prior to its disclosure by the Parent Parties Company, Subsidiary, or Member, (collectively, iii) disclosure is reasonably necessary in connection with any transaction authorized pursuant to the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date terms of this Agreement, (iv) disclosure is required by applicable law, judicial order, Governmental Authority (or the rules or regulations of any Governmental Authority or stock exchange) claiming or having jurisdiction over such Co-Investor Member, (v) disclosure is reasonably necessary to permit the disclosing party to perform its obligations under this Agreement until or to enforce the earlier of the Closing terms hereof, or (vi) disclosure is made to such party’s agents, direct and termination indirect equity holders, attorneys, accountants, or other professional or investment advisors (existing or proposed) provided that such disclosure is made in confidence and shall be kept in confidence (subject to exceptions similar to those set forth in clauses (i) through (v) of this Agreement pursuant to sentence) (and for the avoidance of doubt a Co-Investor Member shall be liable for claims and/or damages resulting from any disclosure or unauthorized use of any such confidential information by any such person described in this sentence in violation of this Section 7.1, without 13.19(b)). Each Co-Investor Member acknowledges and agrees that the express prior written consent of Parent, which consent information about the Property that it will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any receive may constitute material non-public information that are subject about CMCT, the ultimate corporate parent of the undertakings CIM Member. As United States securities law prohibits the trading of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such based on material non-public information, each Co-Investor Member acknowledges and agrees that there may be occasions when it (or disseminate any of its Affiliates that come into possession of information about the Property) may not be able to buy or sell any securities of CMCT. (c) The Managing Member shall cause its members, principals, partners, shareholders, controlling persons, officers, directors, agents and employees, direct and indirect, to maintain in confidence the written, oral or other information treated as proprietary by and released in confidence from each Co-Investor Member unless (i) the same becomes publicly available through no fault of any such material party, (ii) the same was within its possession on a non-public information confidential basis prior to others its disclosure by the Managing Member, (iii) disclosure is reasonably necessary in connection with trading any transaction authorized pursuant to the terms of this Agreement, (iv) disclosure is required by applicable law, judicial order, Governmental Authority (or the rules or regulations of any Governmental Authority or stock exchange) claiming or having jurisdiction over the Managing Member, (v) disclosure is reasonably necessary to permit the disclosing party to perform its obligations under this Agreement or to enforce the terms hereof, or (vi) disclosure is made to such party’s agents, direct and indirect equity holders, attorneys, accountants, or other professional or investment advisors (existing or proposed) provided that such disclosure is made in confidence and shall be kept in confidence (subject to exceptions similar to those set forth in clauses (i) through (v) of this sentence) (and for the securities avoidance of Parent doubt the Managing Member shall be liable for claims and/or damages resulting from any disclosure or for unauthorized use of any other purposesuch confidential information by any such person described in this sentence in violation of this Section 13.19(c)). For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation Co-Investor Members acknowledge that the Managing Member has or will be publicly disclosing the identities of the transactions contemplated herebyCo-Investor Members in required securities law filings.

Confidentiality and Publicity. 21.1 In this Clause confidential information (the Confidential Information) means any information: (a) Prior which any Shareholder may have or acquire (whether before or after the date of this Agreement) in relation to the Closingbusiness, each assets or affairs of the Warrantors and Company; (b) which any Shareholder or its Affiliates may have or acquire (whether before or after the Parent Parties (each a “Non-disclosure Obligor”date of this Agreement) agrees toin relation to the business, and shall cause its agents, representatives, assets or affairs of any other Shareholder or any of the other Shareholder’s Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access a consequence of the negotiations relating to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) this Agreement or the Group Companies performance of this Agreement; or (in c) which relates to the case that such Non-disclosure Obligor is a Parent Partycontents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement), as applicable, or relating to but excludes the transactions contemplated hereby, (ii) information in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy Clause 21.2. 21.2 Information is not obtained, Confidential Information if: (a) it is or either Parent becomes public knowledge other than as a direct or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft indirect result of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not being disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise.Agreement; (b) No any Party shall make, or cause can establish to be made, the reasonable satisfaction of the other Parties that it found out the information from a source not connected with the other Parties and that the source is not under any press release or public announcement obligation of confidence in respect of the information; (c) any Party can establish to the reasonable satisfaction of the other Parties that the information was known to the first Party before the date of this Agreement and that it was not under any obligation of confidence in respect of the information; or (d) the Parties agree in writing that it is not confidential. 21.3 Each Party shall at all times use all reasonable endeavours to keep confidential (and to ensure that its employees, agents, Affiliates and the employees and agents of such Affiliates, and the Company (in respect of information specified in Clauses 21.1(b) and 21.1(c)) shall keep confidential) any and all Confidential Information and shall not disclose any such Confidential Information except: (a) to its Affiliates or to a Party’s professional advisers where such disclosure is for a purpose related to the transactions contemplated hereby or otherwise communicate operation of this Agreement; (b) with any news media without the prior written consent of the other Parties, unless otherwise required by Law Company or Government Authority in which case the Party being required to make such press release or public announcement shall provide that the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement.information relates to; (c) Each as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory body, when the Party concerned shall, if practicable, supply a copy of the Non-Disclosure Obligors required disclosure to the other Parties before it is disclosed and incorporate any amendments or additions reasonably required by the other Parties; or (d) to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Party concerned or any of its Affiliates. 21.4 Each Party shall inform (and shall use all reasonable endeavours to procure that any Affiliate and the Company shall inform) any officer, employee or agent or any professional adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them: (a) to keep it confidential; and (b) not to disclose it to any third party (other than those Persons to whom it has already been disclosed in accordance with the Parent terms of this Agreement). 21.5 Upon termination of this Agreement, any Party may demand the others to destroy any documents containing Confidential Information in relation to the first Party by notice in writing whereupon the other Parties shall (collectivelyand shall procure that its Affiliates, and its officers and employees and those of its Affiliate and the “No-xxxxxxx Xxxxxxx Obligors”Affiliate) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions destroy (and certify the destruction of) any copies of the SEC such documents and any other competent Government Authoritiesdocument or other record reproducing, containing or made from or with reference to the Confidential Information (save, in each case, for any submission to or filings with governmental, tax or regulatory authorities). Without limiting Such destruction shall take place as soon as practicable after the generality receipt of any such notice. Notwithstanding the foregoing, from the date Parties may retain the Confidential Information; (a) as part of its automatic electric archiving and back-up procedures where to destroy such electric records would be significantly impractical or prohibitively costly, or (b) which is included in board or management papers, memoranda, approvals, minutes or other records which shall be retained for the purposes of and so long as requested or required by any applicable law, regulation or rule, or any competent judicial, governmental, supervisory, listing or regulatory authority or body, or internal compliance policies; provided, that, any such retained Confidential Information shall remain subject to the terms and conditions of this Agreement until Agreement. 21.6 Subject to any applicable law or the earlier rules of any stock exchange on which securities of the Closing and termination relevant party are listed, none of the Parties hereto shall make any public announcement or divulge or otherwise make public in any manner any information in relation to this Agreement, the Company, or the transactions or arrangements hereby contemplated or herein referred to (including without prejudice to the foregoing generality, the fact that this Agreement pursuant to Section 7.1, has been entered into amongst the Parties) or any matter ancillary thereto without the express prior written consent of Parent, the other Parties (which consent will shall not be subject unreasonably withheld or delayed). If a public announcement is required to and upon be made by applicable law or by the terms determined under the reasonable discretion rules of a stock exchange on which securities of the board of directors of Parentrelevant Party are listed, each of the No-xxxxxxx Xxxxxxx Obligors shall notsuch public announcement may be made provided, and shall not cause its agentswhere lawful, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating notice is given to the transactions contemplated hereby) toother Parties and to the extent possible such other parties are given a reasonable opportunity to comment thereon, trade having regard to any time limit imposed by law or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebystock exchange rules.

Confidentiality and Publicity. (a) Prior No Member will, nor will any Member permit any Affiliate to, issue any press release or make any other public announcement or any oral or written statements relating to the Closingterms (other than the existence) of this Agreement, each any associated Class B Member Agreement or the transactions contemplated hereby or thereby, except as required by applicable law, without the prior written consent of the Warrantors and Managing Member in the Parent Parties case of disclosures by the Charter Member or its Affiliates, or the prior written consent of the Charter Member in the case of disclosures by TWE or its Affiliates, which consents shall not be unreasonably withheld, conditioned or delayed. (each a “Non-disclosure Obligor”b) agrees toEach Member will hold, and shall will cause its agents, representatives, Affiliates, employees, officers consultants, advisors and directors to: agents to hold, the terms of this Agreement in confidence; provided that a Member may use and disclose such information (ia) treat once it has become publicly disclosed (other than by such Member in breach of its obligations under this Section), and hold as confidential (and not disclose or provide access b) to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case extent that such Non-disclosure Obligor is Member may be advised by legal counsel or compelled by applicable law to do so. If a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director Member becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or shall be advised by legal counsel to disclose any such information, the compelled Member shall undertake reasonable efforts to provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, other Member with prompt written notice of such requirement or advice prior to disclosure so that Parent or the applicable Group Company other Member may seek a protective order or other appropriate remedy or and/or waive compliance with the terms of this Section 5.5(a), and (iii) in the event that Agreement. If such protective order or other remedy is not obtained, or either Parent or the Seller Representative other Member waives compliance with this Section 5.5(a)the provisions hereof, the compelled Member agrees to furnish only that portion of such confidential information which it is legally required to be provided and exercise its best so furnish and, at the request of any other Member, to use reasonable efforts to obtain assurances assurance that confidential treatment will be accorded to such information, provided, however, it being understood that such Non-disclosure Obligor reasonable efforts shall have provided a draft be at the cost and expense of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content Member requesting confidential treatment of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply information. Each Member also may disclose such information to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directorsconsultants, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, advisors and agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others whose knowledge is necessary in connection with trading the conduct of the Interconnect Business. The obligation of the Members to hold information in the securities of Parent or for any other purpose. For the avoidance of doubt, confidence pursuant to this Section 5.5(c) does not prohibit will be satisfied if a Member exercises the consummation same care with respect to such information as it would exercise to preserve the confidentiality of the transactions contemplated herebyits own similar information.

Confidentiality and Publicity. (a) Prior to the ClosingPromptly upon execution of this Agreement, each of the Warrantors Purchaser and the Parent Parties (each Seller shall issue a “Non-disclosure Obligor”mutually acceptable separate and coordinated public announcement(s) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in jointly conduct employee/employee representative briefings at the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to Plant regarding the transactions contemplated herebyby this Agreement. From time to time thereafter, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or Purchaser and the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), issue mutually acceptable separate and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance coordinated press releases and shall have obtained written confirmation from reasonably cooperate with each other to coordinate and approve the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (Apress release(s) this Section 5.5(a) shall and additional employee briefings. The requirement for mutual consent will not apply to any information that, at the time of disclosure, is press releases made in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under substantially the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed form as prior disclosures agreed by professional ethics, Law, contract or otherwiseboth parties. (b) No Party shall makeUntil the Closing Date, all non-public, confidential information disclosed by any party or cause to be made, any press release its Affiliates or public announcement representatives in respect of this Agreement or connection with the transactions contemplated hereby by, or otherwise communicate with the discussions and negotiations preceding, this Agreement, to any news media without the prior written consent of the other Parties, unless otherwise required party or its Affiliates or representatives shall be kept confidential by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance party and its Affiliates and representatives and shall have obtained written confirmation from not be used by any such persons other Parties that they have no further comments than as contemplated by this Agreement, except to the content extent that the information (i) is or becomes generally available to the public or within the industry to which such information relates other than as a result of such proposed press release disclosure by the receiving party or public announcementits representative, or (ii) at the time of disclosure to the receiving party by the disclosing party was already known by it as shown by its written records, or (iii) becomes available to the receiving party on a non-confidential basis from a source that is entitled to disclose it on a non-confidential basis, or (iv) was or is independently developed by the receiving party without reference to the Confidential Information as shown by its written records (“Confidential Information”). (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectivelyIf this Agreement is terminated before closing, the “No-xxxxxxx Xxxxxxx Obligors”) agrees each party shall use all reasonable efforts to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, return upon written request from the date of this Agreement until other party all documents and reproductions comprising the earlier of Confidential Information. (d) After the Closing Date, Purchaser agrees that Purchaser and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and its Affiliates shall not cause use or disclose any Excluded Intellectual Property or Proprietary Commercial Information that Purchaser may acquire by reason of its agentspresence in the Plant prior to the Closing Date or by reason of its employment of former employees of Seller, employeesto the extent that such Excluded Intellectual Property or Proprietary Commercial Information constitutes Confidential Information, officers for a period of seven years after the Closing Date. After the Closing Date and directors who have received from such No-xxxxxxx Xxxxxxx Obligors for a period of seven years thereafter, Seller agrees that Seller and Seller’s Affiliates shall not use or disclose any material non-public trade secret or proprietary information that are subject of the undertakings of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies Purchaser or relating to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation Purchaser’s products that Seller acquired by reason of the transactions contemplated herebyby this Agreement, to the extent it constitutes Confidential Information. In addition, neither Seller nor any of its representatives or Affiliates shall make use of, divulge or otherwise disclose, directly or indirectly, to persons other than the Purchaser, any Confidential Information concerning the Assets.

Confidentiality and Publicity. (a) 7.13.1 Prior to the Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as Party will keep confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, or relating to the transactions contemplated hereby, (ii) in the event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded to such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcement. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of the SEC and any other competent Government Authorities. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of such Party may obtain from the undertakings of such No-xxxxxxx Xxxxxxx Obligors under other Parties in connection with this Section 5.5 (including Agreement, and following the Closing, each Party will keep confidential any material non-public information regarding that such Party may obtain from the business or affairs of Parent and its Subsidiaries or the Group Companies or relating other Parties in connection with this Agreement unrelated to the transactions contemplated hereby) to, trade or advise others in trading in the securities of Parent while in possession of such material non-public information, or disseminate such material Cable Business and Systems as well as any non-public information to others in connection with trading in the securities possession of Parent or for such Party related to the Cable Business and Systems (any such information that a Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No Party will disclose, and each Party will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other purpose. For the avoidance Person (other than its directors, officers and employees and representatives of doubt, this Section 5.5(c) does not prohibit its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such Confidential Information to the detriment of the other Parties; provided that (i) Charter may use and disclose any such Confidential Information once it has been publicly disclosed (other than by Charter in breach of its obligations under this Section) or which rightfully has come into the possession of Charter (other than from RMG or IPWT and other than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that Charter may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, Charter may disclose such Confidential Information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be disclosed. In the event of termination of this Agreement, Charter will cause to be delivered to the other, and retain no copies of, any documents, work papers and other materials obtained by Charter or on its behalf from the other, whether so obtained before or after the execution hereof. 7.13.2 No Party will issue any press releases or make any other public announcement concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other Party, which consent and approval may not be unreasonably withheld. 7.13.3 Each Party expressly agrees that, in addition to any other right or remedy the other may have, such other Party may seek and obtain specific performance of the covenants and agreements set forth in or made pursuant to this Section 7.13 and temporary and permanent injunctive relief to prevent any breach or violation thereof, and that no bond or other security may be required from such other parties in connection therewith.

Confidentiality and Publicity. (a) Prior The parties agree to maintain the Closing, each confidentiality of the Warrantors this Agreement and the Parent Parties terms hereof (each a “Non-disclosure Obligor”) agrees tothe "Confidential Information"), and shall cause its agents, representatives, Affiliates, employees, officers and directors to: except that (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in either party may make disclosures of Confidential Information that has become publicly known other than by an action of the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), as applicabledisclosing party, or relating to a person acting on their behalf, in violation of the transactions contemplated herebyterms of this Agreement, (ii) the Company may make such disclosure of Confidential Information as it may determine to be required under applicable securities laws or the rules of any applicable securities exchange or quotation system, or in connection with the event preparation of any disclosure document to be distributed to investors, lenders or similar persons, (iii) either party may disclose Confidential Information that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes it may be legally compelled to disclose any (after using reasonable best efforts to notify the other party hereto in advance of such informationdisclosure, provide Parent (and reasonably cooperating in efforts of the case that other party to resist such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Partydisclosure), (iv) either party may disclose such Confidential Information as applicable, with prompt written notice may be required to permit it to enforce the provisions of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a)Agreement, and (iiiv) in the event that such protective order either party may disclose Confidential Information to its attorneys, accountants or other remedy professional advisors. (b) The Company agrees to provide Xxxxxxxx to the extent he is not obtainedavailable, or either Parent or the Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required opportunity to review prior to its issuance any press release to be provided and exercise its best efforts to obtain assurances issued by the Company that confidential treatment will be accorded to such informationmentions his name, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party that they have no further comments to the content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) section shall not apply be interpreted to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right limit Company's ability to disclose any information to its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and are under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise. (b) No Party shall make, or cause to be made, issue any press release that mentions Xxxxxxxx'x name that the Company deems necessary, based on the advice of its counsel, with or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties, unless otherwise required by Law or Government Authority in which case the Party being required to make such press release or public announcement shall provide the other Parties with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from such other Parties that they have no further comments to the content of such proposed press release or public announcementhis review. (c) Each of the Non-Disclosure Obligors other than the Parent Parties (collectively, the “No-xxxxxxx Xxxxxxx Obligors”) Xxxxxxxx agrees to comply with all applicable xxxxxxx xxxxxxx restrictions of provide the SEC and Company an opportunity to review any press release or other competent Government Authorities. Without limiting public communication or statement he may make regarding the generality of Company prior to the foregoing, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 7.1, without the express prior written consent of Parent, which consent will be subject to and upon the terms determined under the reasonable discretion of the board of directors of Parent, each of the No-xxxxxxx Xxxxxxx Obligors shall not, and shall not cause its agents, employees, officers and directors who have received from such No-xxxxxxx Xxxxxxx Obligors any material non-public information that are subject of the undertakings issuance of such No-xxxxxxx Xxxxxxx Obligors under this Section 5.5 (including any material non-public information regarding the business or affairs of Parent and its Subsidiaries or the Group Companies or relating press release or, to the transactions contemplated hereby) toextent practicable, trade or advise others in trading in the securities of Parent while in possession making of such material non-public information, communication or disseminate such material non-public information to others in connection with trading in the securities of Parent or for any other purpose. For the avoidance of doubt, this Section 5.5(c) does not prohibit the consummation of the transactions contemplated herebystatement.