Common use of Confidentiality Obligations of Members Clause in Contracts

Confidentiality Obligations of Members. (a) Each Member agrees that all Confidential Information shall be kept confidential by the Member, shall only be used for the purpose of reviewing and evaluating the performance of the Company and the Member’s Interest therein, and shall not be disclosed in any manner, except to such of the Member’s Representatives who have a need to know and who agree to be, or are otherwise, bound by the Member’s obligations hereunder and except as otherwise expressly permitted in this Section 5.4. Each Member shall be responsible for any breach of this Section 5.4 by itself or any of its Representatives, and each Member covenants and agrees that it shall promptly notify the Company of any actual, potential or threatened breach of this Section 5.4 and shall, at its own expense, enforce, and assist the Company in its enforcement of, the provisions of this Section 5.4, including, to the extent reasonably necessary, seeking specific enforcement through court proceedings. Subject to Section 5.4(b), if a Member or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, court order, demand or similar legal process to disclose any Confidential Information, the Member shall, to the maximum extent permitted by applicable law, provide the Company with prompt written notice thereof and will use reasonable efforts to resist disclosure, until an appropriate protective order or motion to quash may be sought or a waiver of compliance with this Section may be granted. If, in the absence of a protective order or the receipt of a waiver hereunder, such Member or any of its Representatives is, in the opinion of its legal counsel, legally required to disclose Confidential Information, then such Member or its Representatives may disclose only that portion of the Confidential Information legally required to be disclosed, without liability hereunder, provided, that such Member or its Representatives uses reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Each Member acknowledges and agrees that the Company and the other Members may be irreparably harmed by disclosure of the Confidential Information, that money damages would not be a sufficient remedy for any breach of this Section 5.4 by such Member or its Representatives and that, in addition to any other remedies available at law or in equity, specific performance and injunctive or other equitable remedies shall be available to the Company and the Members as a remedy for any such breach or threatened breach, without the requirement of posting bond or other security. The Company and the other Members shall be entitled to recover their costs and expenses, including attorneys’ fees, incurred in connection with any successful action brought by them to enforce the terms of this Agreement. With respect to Confidential Information that is subject to confidentiality agreements under any third party confidentiality agreements, in addition to complying with the confidentiality obligations set forth herein, each Member covenants and agrees to, and shall cause its Representatives to, treat such Confidential Information confidentially in accordance with, and to comply with the terms of, the confidentiality provisions contained in those third party confidentiality agreements that have been disclosed and delivered to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed and delivered to such Member). The obligations of a Member pursuant to this Section 5.4 shall continue following the time such Person ceases to be a Member, but thereafter such Person shall not have the right to enforce the provisions hereof. Notwithstanding anything set forth herein, all covenants made herein by a Member are for the sole benefit of the Company and the other Members and there shall be no third party beneficiaries of any of such covenants. (b) Notwithstanding anything to the contrary in this Agreement, each Member may disclose any information about the Company, including any Confidential Information, without any liability to the Company or to any other Member or to their respective Affiliates and without any notice to any Member, to the extent that such disclosing Member believes that such disclosure is necessary or appropriate to satisfy its public disclosure obligations under the Securities Act, the Exchange Act, the rules of any stock exchange, or any similar public disclosure obligations.

Confidentiality Obligations of Members. (a) Each Member agrees that all Confidential Information shall be kept confidential by the Member, shall only be used for the purpose of reviewing and evaluating the performance of the Company and the Member’s Interest therein, and shall not be disclosed in any manner, except to such of the Member’s Representatives who have a need to know and who agree to be, or are otherwise, bound by the Member’s obligations hereunder and except as otherwise expressly permitted in this Section 5.4. Each Member shall be responsible for any breach of this Section 5.4 by itself or any of its Representatives, and each Member covenants and agrees that it shall promptly notify the Company of any actual, potential or threatened breach of this Section 5.4 and shall, at its own expense, enforce, and assist the Company in its enforcement of, the provisions of this Section 5.4, including, to the extent reasonably necessary, seeking specific enforcement through court proceedings. Subject to Section 5.4(b), if a Member or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, court order, demand or similar legal process to disclose any Confidential Information, the Member shall, to the maximum extent permitted by applicable law, provide the Company with prompt written notice thereof and will use reasonable efforts to resist disclosure, until an appropriate protective order or motion to quash may be sought or a waiver of compliance with this Section may be granted. If, in the absence of a protective order or the receipt of a waiver hereunder, such Member or any of its Representatives is, in the opinion of its legal counsel, legally required to disclose Confidential Information, then such Member or its Representatives may disclose only that portion of the Confidential Information legally required to be disclosed, without liability hereunder, provided, provided that such Member or its Representatives uses reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Each Member acknowledges and agrees that the Company and the other Members may be irreparably harmed by disclosure of the Confidential Information, that money damages would not be a sufficient remedy for any breach of this Section 5.4 by such Member or its Representatives and that, in addition to any other remedies available at law or in equity, specific performance and injunctive or other equitable remedies shall be available to the Company and the Members as a remedy for any such breach or threatened breach, without the requirement of posting bond or other security. The Company and the other Members shall be entitled to recover their costs and expenses, including attorneys’ fees, incurred in connection with any successful action brought by them to enforce the terms of this Agreement. With respect to Confidential Information that is subject to confidentiality agreements under any third party confidentiality agreements, in addition to complying with the confidentiality obligations set forth hereinThird Party Confidentiality Agreements, each Member covenants and agrees to, and shall cause its Representatives to, treat such Confidential Information confidentially in accordance with, and to comply with the terms of, the confidentiality provisions contained in those third party confidentiality agreements Third Party Confidentiality Agreements that have been disclosed and delivered to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed and delivered to such Member). The obligations of a Member pursuant to this Section 5.4 shall continue following the time such Person ceases to be a Member, but thereafter such Person shall not have the right to enforce the provisions hereof. Notwithstanding anything set forth herein, all covenants made herein by a Member are for the sole benefit of the Company and the other Members and there shall be no third party beneficiaries of any of such covenants. (b) Notwithstanding anything to the contrary in this Agreement, each Member may disclose any information about the Company, including any Confidential Information, without any liability to the Company or to any other Member or to their respective Affiliates and without any notice to any Member, to the extent that such disclosing Member believes that such disclosure is necessary or appropriate to satisfy its public disclosure obligations under the Securities Act, the Exchange Act, the rules of any stock exchange, or any similar public disclosure obligations.

Confidentiality Obligations of Members. (a) Each Member agrees that all Confidential Information shall be kept confidential by the Member, shall only be used for the purpose of reviewing and evaluating the performance of the Company and the Member’s 's Interest therein, and shall not be disclosed in any manner, except to such of the Member’s 's Representatives who have a need to know and who agree to be, or are otherwise, bound by the Member’s 's obligations hereunder and except as otherwise expressly permitted in this Section 5.4. Each Member shall be responsible for any breach of this Section 5.4 by itself or any of its Representatives, and each Member covenants and agrees that it shall promptly notify the Company of any actual, potential or threatened breach of this Section 5.4 and shall, at its own expense, enforce, and assist the Company in its enforcement of, the provisions of this Section 5.4, including, to the extent reasonably necessary, seeking specific enforcement through court proceedings. Subject to Section 5.4(b), if a Member or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, court order, demand or similar legal process to disclose any Confidential Information, the Member shall, to the maximum extent permitted by applicable law, provide the Company with prompt written notice thereof and will use reasonable efforts to resist disclosure, until an appropriate protective order or motion to quash may be sought or a waiver of compliance with this Section may be granted. If, in the absence of a protective order or the receipt of a waiver hereunder, such Member or any of its Representatives is, in the opinion of its legal counsel, legally required to disclose Confidential Information, then such Member or its Representatives may disclose only that portion of the Confidential Information legally required to be disclosed, without liability hereunder, provided, provided that such Member or its Representatives uses reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Each Member acknowledges and agrees that the Company and the other Members may be irreparably harmed by disclosure of the Confidential Information, that money damages would not be a sufficient remedy for any breach of this Section 5.4 by such Member or its Representatives and that, in addition to any other remedies available at law or in equity, specific performance and injunctive or other equitable remedies shall be available to the Company and the Members as a remedy for any such breach or threatened breach, without the requirement of posting bond or other security. The Company and the other Members shall be entitled to recover their costs and expenses, including attorneys’ ' fees, incurred in connection with any successful action brought by them to enforce the terms of this Agreement. With respect to Confidential Information that is subject to confidentiality agreements under any third party confidentiality agreements, in addition to complying with the confidentiality obligations set forth hereinThird Party Confidentiality Agreements, each Member covenants and agrees to, and shall cause its Representatives to, treat such Confidential Information confidentially in accordance with, and to comply with the terms of, the confidentiality provisions contained in those third party confidentiality agreements Third Party Confidentiality Agreements that have been disclosed and delivered to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed and delivered to such Member). The obligations of a Member pursuant to this Section 5.4 shall continue following the time such Person ceases to be a Member, but thereafter such Person shall not have the right to enforce the provisions hereof. Notwithstanding anything set forth herein, all covenants made herein by a Member are for the sole benefit of the Company and the other Members and there shall be no third party beneficiaries of any of such covenants. (b) Notwithstanding anything to the contrary in this Agreement, each Member may disclose any information about the Company, including any Confidential Information, without any liability to the Company or to any other Member or to their respective Affiliates and without any notice to any Member, to the extent that such disclosing Member believes that such disclosure is necessary or appropriate to satisfy its public disclosure obligations under the Securities Act, the Exchange Act, the rules of any stock exchange, or any similar public disclosure obligations.

Confidentiality Obligations of Members. (a) Each Member agrees that all Confidential Information shall be kept confidential by the Member, shall only be used for the purpose of reviewing and evaluating the performance of the Company and the Member’s 's Interest therein, and shall not be disclosed in any manner, except to such of the Member’s 's Representatives who have a need to know and who agree to be, or are otherwise, bound by the Member’s 's obligations hereunder and except as otherwise expressly permitted in this Section 5.4. Each Member shall be responsible for any breach of this Section 5.4 by itself or any of its Representatives, and each Member covenants and agrees that it shall promptly notify the Company of any actual, potential or threatened breach of this Section 5.4 and shall, at its own expense, enforce, and assist the Company in its enforcement of, the provisions of this Section 5.4, including, to the extent reasonably necessary, seeking specific enforcement through court proceedings. Subject to Section 5.4(b), if a Member or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, court order, demand or similar legal process to disclose any Confidential Information, the Member shall, to the maximum extent permitted by applicable law, provide the Company with prompt written notice thereof and will use reasonable efforts to resist disclosure, until an appropriate protective order or motion to quash may be sought or a waiver of compliance with this Section may be granted. If, in the absence of a protective order or the receipt of a waiver hereunder, such Member or any of its Representatives is, in the opinion of its legal counsel, legally required to disclose Confidential Information, then such Member or its Representatives may disclose only that portion of the Confidential Information legally required to be disclosed, without liability hereunder, provided, provided that such Member or its Representatives uses reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Each Member acknowledges and agrees that the Company and the other Members may be irreparably harmed by disclosure of the Confidential Information, that money damages would not be a sufficient remedy for any breach of this Section 5.4 by such Member or its Representatives and that, in addition to any other remedies available at law or in equity, specific performance and injunctive or other equitable remedies shall be available to the Company and the Members as a remedy for any such breach or threatened breach, without the requirement of posting bond or other security. The Company and the other Members shall be entitled to recover their costs and expenses, including attorneys’ ' fees, incurred in connection with any successful action brought by them to enforce the terms of this Agreement. With respect to Confidential Information that is subject to confidentiality agreements under any third party confidentiality agreements, in addition to complying with the confidentiality obligations set forth herein, each Member covenants and agrees to, and shall cause its Representatives to, treat such Confidential Information confidentially in accordance with, and to comply with the terms of, the confidentiality provisions contained in those third party confidentiality agreements that have been disclosed and delivered to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed and delivered to such Member). The obligations of a Member pursuant to this Section 5.4 shall continue following the time such Person ceases to be a Member, but thereafter such Person shall not have the right to enforce the provisions hereof. Notwithstanding anything set forth herein, all covenants made herein by a Member are for the sole benefit of the Company and the other Members and there shall be no third party beneficiaries of any of such covenants. (b) Notwithstanding anything to the contrary in this Agreement, each Member may disclose any information about the Company, including any Confidential Information, without any liability to the Company or to any other Member or to their respective Affiliates and without any notice to any Member, to the extent that such disclosing Member believes that such disclosure is necessary or appropriate to satisfy its public disclosure obligations under the Securities Act, the Exchange Act, the rules of any stock exchange, or any similar public disclosure obligations.

Confidentiality Obligations of Members. (a) Each Member agrees that all Confidential Information shall will be kept confidential by the Member, shall will only be used for the purpose of reviewing and evaluating the performance of the Company and the Member’s Interest therein, and shall will not be disclosed in any manner, except to such of the Member’s Representatives who have a need to know such information and who agree to be, or are otherwise, bound by the Member’s obligations hereunder and except as otherwise expressly permitted in this Section 5.4. Each Member shall will be responsible for any breach of this Section 5.4 by itself or any of its RepresentativesRepresentatives and Specified Persons and will take reasonable steps to enforce (or assist the Company in enforcing) the provisions of this Section 5.4 (which may include, to the extent reasonably necessary, seeking injunctive relief or specific performance), and each Member covenants and agrees that it shall will promptly notify the Company and the other Members of any actual, potential or threatened breach of this Section 5.4 and shall, at its own expense, enforce, and assist the Company in its enforcement of, the provisions of this Section 5.4, including, to the extent reasonably necessary, seeking specific enforcement through court proceedings. Subject to Section 5.4(b), if a Member or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, court order, demand or similar legal process to disclose any Confidential Information, the Member shallwill, to the maximum extent reasonably practicable and permitted by applicable law, provide the Company and the other Members with prompt written notice thereof and and, if requested by the Company or the other Members in writing, will use reasonable efforts to resist disclosure, until an appropriate protective order at the expense of the Company or motion the other Member or Members desiring to quash resist such disclosure, as the case may be sought or a waiver of compliance with this Section may be grantedbe. If, in the absence of a protective order or the receipt of a waiver hereunderorder to quash, such Member or any of its Representatives is, in the opinion of its legal counsel, legally required to disclose Confidential Information, then such Member or its Representatives may disclose only that portion of the Confidential Information legally required to be disclosed, without liability hereunder, provided, under this Section 5.4; provided that such Member or its Representatives Representative uses its reasonable efforts to cooperate with the Company or the other Member or Members desiring to resist such disclosure, and at such resisting person’s expense, to obtain reliable reasonable assurance that confidential treatment will be accorded the portion of the Confidential InformationInformation so required to be disclosed. Each Member acknowledges and agrees that the Company and the other Members may be irreparably harmed by disclosure of the Confidential Information, that money damages would not be a sufficient remedy for any breach of this Section 5.4 by such Member or its Representatives and that, in addition to any other remedies available at law or in equity, specific performance and injunctive or other equitable remedies shall will be available to the Company and the Members as a remedy for any such breach or threatened breach, without the requirement of posting bond or other security. The Company and the other Members shall will be entitled to recover their costs and expenses, including reasonable attorneys’ fees, incurred in connection with any successful action brought by them to enforce the terms of this Agreement. With respect to Confidential Information that is subject to confidentiality agreements under any third party confidentiality agreements, in addition to complying with the confidentiality obligations set forth herein, each Member covenants and agrees to, and shall will cause its Representatives to, treat such Confidential Information confidentially in accordance with, and to comply with the terms of, the confidentiality provisions contained in those third party confidentiality agreements that have been disclosed and delivered to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein in this Section 5.4 (provided such has been disclosed and delivered to such Member). The obligations and benefits of a Member pursuant to this Section 5.4 shall will continue following the time such Person ceases to be a Member, but thereafter such Person shall not have the right to enforce the provisions hereof. Notwithstanding anything Except as set forth hereinin the previous sentence, all covenants made herein in this Section 5.4 by a Member are for the sole benefit of the Company and the other Members and there shall will be no third party beneficiaries of any of such covenants. (b) Notwithstanding anything to the contrary in this Agreement, each Member may disclose any information about the Company, including any Confidential Information, without any liability to the Company or to any other Member or to their respective Affiliates and without any notice to any Member, to the extent that such disclosing Member believes that such disclosure is necessary or appropriate to satisfy its public disclosure obligations under the Securities Act, the Exchange Act, the rules of any stock exchange, or any similar public disclosure obligations.

Confidentiality Obligations of Members. (a) Each Series B Member agrees that all Confidential Information shall will be kept confidential by the such Member, shall will only be used for the purpose of reviewing and evaluating the performance of the Company and the Member’s Interest therein, and shall will not be disclosed in any manner, except (i) to the other Members, the Company or their respective Representatives, (ii) to such of the Member’s Representatives who have a need to know such information and who agree to be, or are otherwise, bound by the Member’s obligations hereunder and except confidentiality provisions of this Section 5.4, (iii) at the direction or with the consent of the Company, or (iv) as otherwise expressly permitted in this Section 5.4. Each Series B Member shall will be responsible for any breach of this Section 5.4 by itself or any of its Representatives, Representatives (including any Manager or Board Observer) and each Member covenants and agrees that it shall promptly notify the Company of any actual, potential will take commercially reasonable steps to enforce (or threatened breach of this Section 5.4 and shall, at its own expense, enforce, and assist the Company in its enforcement of, enforcing) the provisions of this Section 5.4, including, to and each Series B Member agrees that it will notify the extent reasonably necessary, seeking specific enforcement through court proceedingsCompany of any breach of this Section 5.4 promptly after such Member learns or becomes aware of any such breach. Subject to Section 5.4(b5.4(c), if a Series B Member or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, deposition interrogatories, requests for information or documents in legal or administrative proceedings, court order, demand or similar legal process to disclose any Confidential Information, the then such Member shallwill, to the maximum extent reasonably practicable and permitted by applicable law, provide the Company and the other Members with prompt written notice thereof and and, if requested by the Company or the other Members in writing, will use reasonable efforts to resist disclosure, until an appropriate protective order at the expense of the Company or motion the other Member or Members desiring to quash resist such disclosure, as the case may be sought or a waiver of compliance with this Section may be grantedbe. If, in the absence of a protective order or the receipt of order to quash or a waiver hereunderby the Company or the other Member or Members desiring to resist such disclosure, such Member or any of its Representatives is, in the opinion advice of its legal counsel, legally required to disclose Confidential Information, then such Member or its Representatives may disclose only that portion of the Confidential Information legally required to be disclosed, without liability hereunder, provided, under this Section 5.4; provided that such Member or its Representatives Representative uses its commercially reasonable efforts to cooperate with the Company or the other Member or Members desiring to resist such disclosure, and at such resisting Person’s expense, to obtain reliable reasonable assurance that confidential treatment will be accorded the portion of the Confidential Information so required to be disclosed. (b) The Company shall, and shall cause its Affiliates to, keep confidential all confidential or non-public information provided to them by or on behalf of the Investors regarding the Investors and their respective businesses and investments (in each case other than their investment in the Company, the Partnership and any of their respective Affiliates, the “Investor Confidential Information”), and will not disclose such Investor Confidential Information in any manner, except (i) to its Representatives who have a need to know such information and who agree to be, or are otherwise, bound by the confidentiality provisions of this Section 5.4 or (ii) as otherwise expressly permitted in this Section 5.4. Each The Company will be responsible for any breach of this Section 5.4 by itself or any of its Representatives and will take commercially reasonable steps to enforce the provisions of this Section 5.4, and the Company agrees that it will notify the Investors of any breach of this Section 5.4 promptly after the Company learns or becomes aware of any such breach. Subject to Section 5.4(c), if the Company or any of its Representatives is requested or required by applicable law, rule or regulation, regulatory authority, subpoena, civil investigation, deposition interrogatories, requests for information or documents in legal or administrative proceedings, court order, demand or similar legal process to disclose any Investor Confidential Information, then the Company or such Representative will, to the extent reasonably practicable and permitted by applicable law, provide the Investors with prompt written notice thereof and, if requested by the Investors in writing, will use reasonable efforts to resist disclosure, at the expense of the Investors. If, in the absence of a protective order or order to quash or a waiver by the Investors, the Company or any of its Representatives is, in the advice of its legal counsel, legally required to disclose such Investor Confidential Information, then the Company or its Representatives may disclose only that portion of the such Investor Confidential Information legally required to be disclosed, without liability under this Section 5.4; provided that the Company or its Representative uses its commercially reasonable efforts to cooperate with the Investors, and at the Investors’ expense, to obtain reasonable assurance that confidential treatment will be accorded the portion of the Investor Confidential Information so required to be disclosed. (c) The Company and each Member acknowledges and agrees that the Company Company, the Investors and the other Members may be irreparably harmed by disclosure of the Confidential Information or Investor Confidential Information, as applicable, or other non-public information in breach of this Section 5.4, that money damages would not be a sufficient remedy for any breach of this Section 5.4 by the Company, such Member or its Representatives and that, in addition to any other remedies available at law or in equity, specific performance and injunctive or other equitable remedies shall will be available to the Company Company, the Investors and the other Members as a remedy for any such breach or threatened breach, without the requirement of posting bond or other security. The Company In the event that a court of competent jurisdiction determines in a final, non-appealable order that a breach of this Agreement has occurred, the Company, the Investors and the other Members shall will be entitled to recover their costs and expenses, expenses (including reasonable attorneys’ fees, court costs and other costs of suit) incurred in connection with any such successful action brought by them to enforce the terms of this AgreementSection 5.4. With respect to Confidential Information that is subject to confidentiality agreements under any third party confidentiality agreements, in addition to complying with the confidentiality obligations set forth herein, each Series B Member covenants and agrees to, and shall will cause its Representatives to, treat such Confidential Information confidentially in accordance with, and to comply with the terms of, the confidentiality provisions contained in those third party confidentiality agreements that have been disclosed and delivered to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein in this Section 5.4 (provided such has been disclosed and delivered to such Member). The obligations and benefits of a Member and the Company pursuant to this Section 5.4 shall will continue for one (1) year following the time such Person ceases to be a Member, but thereafter such Person shall not have or the right Investors cease to enforce be Members in the provisions hereofcase of the Company. Notwithstanding anything Except as set forth hereinin the previous sentence, all covenants made herein in this Section 5.4 by a Member are for the sole benefit of the Company and the other Members and there shall will be no third party beneficiaries of any of such covenants. (b) Notwithstanding anything to the contrary in this Agreement, each Member may disclose any information about the Company, including any Confidential Information, without any liability to the Company or to any other Member or to their respective Affiliates and without any notice to any Member, to the extent that such disclosing Member believes that such disclosure is necessary or appropriate to satisfy its public disclosure obligations under the Securities Act, the Exchange Act, the rules of any stock exchange, or any similar public disclosure obligations.