Common use of Confidentiality; Name Use Clause in Contracts

Confidentiality; Name Use. (a) Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company if such person is bound by an ethical duty to keep such information confidential or such person is bound by a confidentiality agreement with terms no less restrictive than, or otherwise agrees to be bound by the provisions, contained in this Subsection 3.5; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. (b) Without the prior written consent of Xxxxxxxxx, none of the parties hereto shall use, publish, reproduce, or refer to the name of Xxxxxxxxx and/or controlling persons, or the name “Xxxxxxxxx,” “ 高瓴,” “Gaoling,” “Xxx Xxxxx” or any similar name, trademark or logo in any documents or materials, including for marketing or other purposes.

Confidentiality; Name Use. (a) Each Investor agrees of the Shareholders acknowledges that such Investor will keep all confidential or proprietary information with respect to the business and will not operations of each of Carnival, Pan Am and their respective Subsidiaries is valuable, special and unique. Each Shareholder shall not, at any time after the Closing, disclose, divulgedirectly or indirectly, to any Person, or use for or purport to authorize any purpose (other than Person to monitor its investment in the Company) use any confidential or proprietary information obtained from with respect to Carnival or Pan Am or any of their respective Subsidiaries, without the Company pursuant prior written consent of Pan Am, including without limitation, information as to the terms financial condition, results of this Agreement operations, customers, suppliers, products, products under development, services, services under development, inventions, sources, leads or methods of obtaining new business, pricing methods or formulas, costs, marketing strategies or any other information relating to Carnival or Pan Am or any of their respective Subsidiaries, which could reasonably be regarded as confidential or proprietary, but not including information which (including notice of the Company’s intention to file a registration statement), unless such confidential information (ai) is known or becomes known shall become generally available to the public in general (other than as a result of a breach an unauthorized disclosure by AHC or any of this Subsection 3.5 by such Investor)its Affiliates, (bii) is or has been independently developed or conceived by relates to Pan Am (and not Carnival) and was in the Investor without use possession of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, that an Investor may disclose confidential information (i) Shareholder prior to its attorneysreceipt from Pan Am, accountants(iii) becomes available to such Shareholder on a nonconfidential basis from a source other than a party to this Agreement, consultants, and other professionals to the extent necessary to obtain their services provided such source is not in connection with monitoring its investment in the Company if such person is bound by an ethical duty to keep such information confidential or such person is bound by violation of a confidentiality agreement with terms no less restrictive than, or otherwise agrees to be bound by the provisions, contained in this Subsection 3.5; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that party providing such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise is required to be required disclosed by law, provided that the Investor promptly notifies the Company of such disclosure . AHC and takes reasonable steps to minimize the extent of any such required disclosure. (b) Without the prior written consent of Xxxxxxxxx, none each of the parties hereto shall Shareholders acknowledge that Pan Am would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of Carnival and Pan Am. In addition, Xxxxx Xxxxxx agrees to use his best efforts to cause each of his Affiliates (and with respect to Carnival Cruise, subject to his fiduciary duties), for a period of five years from the Closing Date, not to use, publishlicense or otherwise authorize the use, reproducedirectly or indirectly, or refer to of the name of Xxxxxxxxx and/or controlling persons, or the name “Xxxxxxxxx,” “ 高瓴,” “Gaoling,” “Xxx Xxxxx” "Carnival" or any similar name, xxxx, logo or other identifying words or images in connection with the operation of any commercial airline, whether for its own direct or indirect benefit or otherwise. Xxxxx Xxxxxx will use his best efforts, to cause Carnival Cruise (subject to his fiduciary duties) or the legal and beneficial owner of the trademark or logo tradename "Carnival" if Carnival Cruise is not such owner to agree to the foregoing in any documents a document reasonably satisfactory to Pan Am on or materials, including for marketing or other purposesprior to the Closing Date.