Common use of Confidentiality; No Solicitation Clause in Contracts

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold(a) Confidentiality of Boxing-Related Information. With respect to information concerning Boxing, and shall cause its respective Affiliates and representatives to hold, all Confidential Information CKP or Big Content that is made available to Acquiror pursuant to the terms of this Agreement, Acquiror agrees that it in connection with the Exchange shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Merger and related transactions and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliatesaffiliates, agents and representatives, as applicable, representatives who need to know such information for the sole purpose of evaluating the Exchange Merger and the related transactions (each of whom shall be informed in writing by the disclosing party Acquiror or its representatives of the confidential nature of such information and directed by such party Acquiror in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, Acquiror shall immediately return all such information, all copies thereof and all information prepared by Acquiror based upon the same; provided, however, that one copy of all such material may be retained by Acquiror's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information information that (i) is learned by the disclosing party Acquiror from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party Acquiror or any third party who received the same from the disclosing partythrough Acquiror, provided that the disclosing party had Acquiror has no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the partiesAcquiror; or (iv) is disclosed with the express prior written consent thereto of the other partyBoxing and CKP. The parties Acquiror shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this paragraph (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (iA) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (iiB) cooperate with the non-disclosing party, at the expense of the non-disclosing partyparty in, in obtaining a protective or similar order with respect to such information; and (iiiC) provide only that amount such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Merger and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange Merger (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Article VII, each party shall immediately return to the other party all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that that: (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this subsection (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, (a) Confidentiality of P2i and shall cause its respective Affiliates and representatives P2i Newspaper Related Information. With respect to hold, all Confidential Information information concerning P2i or P2i Newspaper that is made available to Acquiror pursuant to the terms of this Agreement, Acquiror agrees that it in connection with the Exchange shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Merger and related transactions and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliatesaffiliates, agents and representatives, as applicable, representatives who need to know such information for the sole purpose of evaluating the Exchange Merger and the related transactions (each of whom shall be informed in writing by the disclosing party Acquiror or its representatives of the confidential nature of such information and directed by such party Acquiror in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, Acquiror shall immediately return all such information, all copies thereof and all information prepared by Acquiror based upon the same; provided, however, that one copy of all such material may be retained by Acquiror's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information information that (i) is learned by the disclosing party Acquiror from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party Acquiror or any third party who received the same from the disclosing partythrough Acquiror, provided that the disclosing party had Acquiror has no Knowledge knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the partiesAcquiror; or (iv) is disclosed with the express prior written consent thereto of the other partyP2i. The parties Acquiror shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this paragraph (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (iA) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (iiB) cooperate with the non-disclosing party, at the expense of the non-disclosing partyparty in, in obtaining a protective or similar order with respect to such information; and (iiiC) provide only that amount such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. (a) Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange Stock Purchase in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Stock Purchase and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange Stock Purchase (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Article VIII, each party shall immediately return to the other party all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this subsection (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange this Agreement in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange purchase and sale of the Holding Company Stock and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliatesaffiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange transactions under this Agreement (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives (a) With respect to hold, all Confidential Information information concerning the Company that is made available to Buyer pursuant to the terms of this Agreement, Buyer agrees that it in connection with the Exchange shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Agreement and related transactions and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliatesaffiliates, agents and representatives, as applicable, representatives who need to know such information for the sole purpose of evaluating the Exchange Agreement and the related transactions (each of whom shall be informed in writing by the disclosing party Buyer of the confidential nature of such information and directed by such party Buyer in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, Buyer shall immediately return all such information, all copies thereof and all information prepared by Buyer based upon the same; provided, however, that one copy of all such material may be retained by Buyer's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information information that (i) is learned by the disclosing party Buyer from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party Buyer or any third party who received the same from the disclosing partythrough Buyer, provided that the disclosing party had Buyer has no Knowledge knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the partiesBuyer; or (iv) is disclosed with the express prior written consent thereto of the other partyShareholder. The parties Buyer shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this paragraph (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing partyparty in, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives (a) Confidentiality of Big Content-Related Information. With respect to hold, all Confidential Information information concerning Big Content that is made available to Boxing pursuant to the terms of this Agreement (including, without limitation, the existence of this Agreement and the transactions contemplated hereby), Boxing agrees that it in connection with the Exchange shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Merger and related transactions and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliatesaffiliates, agents and representatives, as applicable, representatives who need to know such information for the sole purpose of evaluating the Exchange Merger and the related transactions (each of whom shall be informed in writing by the disclosing party Boxing or its representatives of the confidential nature of such information and directed by such party Boxing in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Article 7, Boxing shall immediately return all such information, all copies thereof and all information prepared by Boxing based upon the same; provided, however, that one copy of all such material may be retained by Boxing's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information information that (i) is learned by the disclosing party Boxing from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party Boxing or any third party who received the same from the disclosing partythrough Boxing, provided that the disclosing party had Boxing has no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the partiesBoxing; or (iv) is disclosed with the express prior written consent thereto of the other partyBig Content. The parties Boxing shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this paragraph (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (iA) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (iiB) cooperate with the non-disclosing party, at the expense of the non-disclosing partyparty in, in obtaining a protective or similar order with respect to such information; and (iiiC) provide only that amount such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Merger and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange Merger (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Article VII, each party shall immediately return to the other party all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that that: (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this Section 5.3. In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event If a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing such party shall: (ia) promptly notify the non-disclosing party all other parties hereto and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing partyall other parties hereto; (iib) cooperate with the non-disclosing partyall other parties hereto, at the expense of the non-disclosing partyall other parties hereto, in obtaining a protective or similar order with respect to such information; and (iiic) provide only that amount of information as the disclosing such party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (ia) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (iib) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iiic) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholdersstockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law law, the rules of a recognized stock exchange on which a party's shares are listed or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives (a) With respect to hold, all Confidential Information information concerning the Company that is made available to Buyer pursuant to the terms of this Agreement, Buyer agrees that it in connection with the Exchange shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Agreement and related transactions and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliatesaffiliates, agents and representatives, as applicable, representatives who need to know such information for the sole purpose of evaluating the Exchange Agreement and the related transactions (each of whom shall be informed in writing by the disclosing party Buyer of the confidential nature of such information and directed by such party Buyer in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, Buyer shall immediately return all such information, all copies thereof and all information prepared by Buyer based upon the same; provided, however, that one copy of all such material may be retained by Buyer's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to Confidential Information information that (i) is learned by the disclosing party Buyer from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party Buyer or any third party who received the same from the disclosing partythrough Buyer, provided that the disclosing party had Buyer has no Knowledge knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the partiesBuyer; or (iv) is disclosed with the express prior written consent thereto of the other partyShareholders. The parties Buyer shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintainedmaintained in accordance with the provisions of this paragraph (a). In Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: shall (if permitted by law): (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing partyparty in, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.