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, 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 to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed 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.

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 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, 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 to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed 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.

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 Agreementsthird 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 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.

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, 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 Confidential Information. Each Member acknowledges and agrees that the Company and the other Members may be irreparably harmed by disclosure portion 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, 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 to such Member, including, any provisions thereof that impose more stringent or additional obligations than those set forth herein (provided such has been disclosed to such Member). The obligations of a Member pursuant to this Section 5.4 shall continue following the time such Person ceases so required 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 covenantsdisclosed.

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 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 Agreementsthird 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 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.

Confidentiality Obligations of Members. (ac) 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, 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 Agreementsthird party confidentiality agreements, 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 third party confidentiality agreements that have been disclosed 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 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.