Common use of Confidentiality, Press Releases and Announcements Clause in Contracts

Confidentiality, Press Releases and Announcements. Except as otherwise expressly permitted by this Agreement, Seller and Buyer will not disclose, and will cause their respective affiliates not to disclose, the terms of this Agreement or the information provided in this Agreement or in any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller, Buyer and their respective affiliates may disclose the terms of this Agreement to any person, whether by providing such person with photocopies of all or portions thereof or otherwise: (i) to the extent required, in the opinion of counsel to the party making the disclosure, by applicable laws, rules or regulations, including but not limited to those rules and regulations promulgated by the United States Securities and Exchange Commission; (ii) as may be required in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement; (iii) as may be required, in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in the defense of Seller, Buyer, or their respective affiliates in any legal action, regulatory proceeding; or (v) as may be required by Buyer or Seller to comply with a duly served order of a court. Prior to the Closing Date, neither party hereto shall issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the employees, customers or suppliers of Seller without prior written approval of the other party hereto, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties. If any copy of all or portions of any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement are proposed to be disclosed, the parties shall negotiate in good faith to determine the portions of any such disclosure as may be redacted to properly preserve the confidentiality thereof.

Confidentiality, Press Releases and Announcements. Except as otherwise expressly permitted by this AgreementNo Party or Principal hereto shall (nor permit its Representatives to), Seller and Buyer will not disclose, and will cause their respective affiliates not to disclose, the terms of this Agreement directly or the information provided in this Agreement or in indirectly: (a) make any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller, Buyer and their respective affiliates may disclose the terms of this Agreement disclosure relating to any person, whether by providing such person with photocopies of all or portions thereof or otherwise: (i) to the extent required, in the opinion of counsel to the party making the disclosure, by applicable laws, rules or regulations, including but not limited to those rules and regulations promulgated by the United States Securities and Exchange Commission; (ii) as may be required in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in connection with the consummation of the transactions matter contemplated by this Agreement; (iii) as may be required, in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in the defense of Seller, Buyer, or their respective affiliates in any legal action, regulatory proceeding; or (vb) as may be required by Buyer disclose any information received from another Party or Seller to comply with a duly served order of a court. Prior to the Closing Date, neither party hereto shall issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the employees, customers or suppliers of Seller without prior written approval of the other party hereto, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties. If any copy of all or portions of any instrument, schedule or other document exchanged its Representatives in connection with the transactions contemplated Acquisition, including without limitation, information received during a Party’s or Principal’s due diligence investigation (such party receiving such information, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 9.1 which (x) is or becomes publicly available other than as a result of a breach by the Receiving Party; (y) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (z) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. Seller agrees that it will not sell or distribute (except to its stockholders as permitted by this Agreement Agreement) any of the Stock Consideration, Earn Out Stock or purchase any Buyer capital stock, until all Confidential Information about Buyer known to Seller are proposed made public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration, Earn Out Stock or purchase any Buyer capital stock, until all Confidential Information about Buyer known to the permitted transferee is made public. The Parties and Principals acknowledge and agree that any breach of this Section 9.1 by a Party or Principal would cause irreparable harm to the other Party or Principals hereto and that, in such event, each Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party may be disclosedentitled. In the event that the Acquisition is not consummated, the parties Receiving Party shall negotiate promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties and Principals agree and acknowledge that this Agreement will be disclosed in good faith to determine compliance with Buyer’s obligations under the Exchange Act. ***Confidential Treatment has been requested for portions of any such disclosure as may be redacted this exhibit. The copy filed herewith omits the information subject to properly preserve the confidentiality thereofrequest. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Confidentiality, Press Releases and Announcements. Except as otherwise expressly permitted by this Agreement, Seller and Buyer will not disclose, and will cause their respective affiliates not to disclose, the terms of this Agreement or the information provided in this Agreement or in any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller, Seller and Buyer and their respective affiliates may disclose the terms of this Agreement to any person, whether by providing such person with photocopies of all or portions thereof or otherwise: (i) to the extent required, in the opinion of counsel to the party making the disclosure, by applicable laws, rules or regulations, including but not limited to those rules and regulations promulgated by the United States Securities and Exchange Commissioncommission; (ii) as may be required in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, Buyer in connection with the consummation of the transactions contemplated by this Agreement; (iii) as may be required, in the reasonable opinion of Seller, Seller and Buyer, or their respective affiliates, as the case may be, in the defense of Seller, Buyer, Seller or their respective affiliates Buyer in any legal action, regulatory proceeding; or (v) as may be required by Buyer or Seller to comply with a duly served order of a court. Prior to the Closing Date, neither party hereto shall issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the employees, customers or suppliers of Seller without prior written approval of the other party hereto, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties. If any copy of all or portions of any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement are proposed to be disclosed, the parties shall negotiate in good faith to determine the portions of any such disclosure as may be redacted to properly preserve the confidentiality thereof.

Confidentiality, Press Releases and Announcements. Except as otherwise expressly permitted by this AgreementNeither the Selling Stockholder nor any Party hereto shall (nor permit its Representatives to), Seller and Buyer will not disclose, and will cause their respective affiliates not directly or indirectly: (a) make any disclosure to disclose, a third party other than the terms of this Agreement or the information provided in this Agreement or in any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller, Buyer and their respective affiliates may disclose the terms of this Agreement Parties relating to any person, whether by providing such person with photocopies of all or portions thereof or otherwise: (i) to the extent required, in the opinion of counsel to the party making the disclosure, by applicable laws, rules or regulations, including but not limited to those rules and regulations promulgated by the United States Securities and Exchange Commission; (ii) as may be required in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in connection with the consummation of the transactions matter contemplated by this Agreement; (iii) as may be required, in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in the defense of Seller, Buyer, or their respective affiliates in any legal action, regulatory proceeding; or (vb) as may be required by Buyer disclose to a third party other than the Parties any information received from another Party or Seller to comply with a duly served order of a court. Prior to the Closing Date, neither party hereto shall issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the employees, customers or suppliers of Seller without prior written approval of the other party hereto, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties. If any copy of all or portions of any instrument, schedule or other document exchanged its Representatives in connection with the transactions contemplated Acquisition, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes. Information will not be subject to the provisions of this Section 8.1 which (x) is or becomes publicly available other than as a result of a breach by the Receiving Party; (y) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (z) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 8.1 had it been in effect at the time of disclosure. Seller agrees that it will not sell or distribute (except to its stockholders as permitted by this Agreement are proposed Agreement) any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, until all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, as long such permitted transferee was in possession of such material non-public information. The Parties acknowledge and agree that any breach of this Section 8.1 by a Party would cause irreparable harm to the other Party hereto and that, in such event, such other Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Party may be disclosedentitled. In the event that the Acquisition is not consummated, the parties Receiving Party shall negotiate promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. The Parties agree and acknowledge that this Agreement will be disclosed in good faith to determine compliance with InPhonic’s and/or Buyer’s obligations under either the portions of any such disclosure as may be redacted to properly preserve Securities Act or the confidentiality thereofExchange Act.