Common use of Confidentiality; Press Releases Clause in Contracts

Confidentiality; Press Releases. Each Parent will hold, and will cause its Affiliates and its and their officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors to hold, in confidence all information (other than such information as may be publicly available) furnished by, or obtained from, the other Parent and its Affiliates (“Provider”) to such Parent and its Affiliates (“Receiver”) in connection with the Transactions, as well as all information concerning Provider, its Affiliates or its assets or Activities contained in any analyses, compilations, studies or other documents prepared by or on behalf of Receiver based on information provided by, or obtained from, Provider (collectively, the “Information”) in the manner set forth in the Existing NDA or, following the Closing, Section 16.20 of the Operating Agreement. (a) If the Transactions are not consummated, each Party, as Receiver, agrees that: (i) the Information, except for that portion thereof which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver, will be returned to Provider immediately upon Provider’s request therefor; and (ii) that portion of the Information which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver will be destroyed by Receiver. Notwithstanding the foregoing, the Receiver may retain data or electronic records containing Information (i) for the legal department of the Receiver for compliance, evidentiary or archival purposes and (ii) for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. (b) Each Parent and the Company shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement without the prior written consent of the other Parent, except with respect to (i) any disclosures to any Governmental Authority which it is required to make under any Legal Requirement (including with respect to any such Person’s public reporting obligations under applicable securities laws), or (ii) filing this Agreement with, or disclosing the terms of this Agreement to, any institutional lender to such Person or any of its Affiliates or potential investor in such Person or any of its Affiliates. The Parties shall cooperate to issue a press release publicly announcing this Agreement and the Transactions and shall mutually agree upon the timing and contents of such press release. Notwithstanding the foregoing, any Party may without consulting with any other Party make additional announcements that are substantially similar in form as the mutually agreed upon press release referenced in the prior sentence.

Confidentiality; Press Releases. Each Parent Party will hold, and will cause its Affiliates and its and their officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors to hold, in confidence all information (other than such information as may be publicly available) furnished by, or obtained from, the other Parent Party and its Affiliates (“Provider”) to such Parent Party and its Affiliates (“Receiver”) in connection with the Transactions, as well as all information concerning Provider, its Affiliates or its assets the ACS Assets or the ACS Wireless Activities contained in any analyses, compilations, studies or other documents prepared by or on behalf of Receiver based on information provided by, or obtained from, Provider (collectively, the “Information”) in the manner set forth in the Existing NDA or, following the Closing, Section 16.20 of the Operating Confidentiality Agreement. (a) If the Transactions are not consummated, each Party, as Receiver, agrees that: (i) the Information, except for that portion thereof which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver, will be returned to Provider immediately upon Provider’s request therefor; and (ii) that portion of the Information which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver will be destroyed by Receiver. Notwithstanding the foregoing, the Receiver may retain data or electronic records containing Information (i) for the legal department of the Receiver for compliance, evidentiary or archival purposes and (ii) for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. (b) Each Parent Party shall, and the Company shall cause its Affiliates to, consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement without the prior written consent of the other Parent, except with respect to (i) any disclosures to any Governmental Authority which it is required to make under any Legal Requirement (including with respect to any such Person’s public reporting obligations under applicable securities laws), or (ii) filing this Agreement with, or disclosing the terms of this Agreement to, any institutional lender to such Person or any of its Affiliates or potential investor in such Person or any of its Affiliates. The Parties shall cooperate to issue a press release publicly announcing this Agreement and the Transactions and shall mutually agree upon the timing and contents of such press release. Notwithstanding the foregoing, any Party may without consulting with any other Party make additional announcements that are substantially similar in form as the mutually agreed upon press release referenced in the prior sentence. (c) Each Party shall, and shall cause its Affiliates to, consult with each other before issuing, and provide each other the opportunity to review and comment upon, any communication to Subscribers, except communications in conformance and compliance with the terms of the Transition Services Agreement or the IP License Agreement.

Confidentiality; Press Releases. Each Parent Party will hold, and will cause its Affiliates and its and their officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors to hold, in confidence all information (other than such information as may be publicly available) furnished by, or obtained from, the other Parent Party and its Affiliates (“Provider”) to such Parent Party and its Affiliates (“Receiver”) in connection with the Transactions, as well as all information concerning Provider, its Affiliates or its assets the ACS Assets or the ACS Wireless Activities contained in any analyses, compilations, studies or other documents prepared by or on behalf of Receiver based on information provided by, or obtained from, Provider (collectively, the “Information”) in the manner set forth in the Existing NDA or, following the Closing, Section 16.20 of the Operating Confidentiality Agreement. (a) If the Transactions are not consummated, each Party, as Receiver, agrees that: (i) the Information, except for that portion thereof which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver, will be returned to Provider immediately upon Provider’s request therefor; and (ii) that portion of the Information which consists of analyses, BUS_RE/5486564.1 compilations, studies or other documents prepared by or on behalf of Receiver will be destroyed by Receiver. Notwithstanding the foregoing, the Receiver may retain data or electronic records containing Information (i) for the legal department of the Receiver for compliance, evidentiary or archival purposes and (ii) for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. (b) Each Parent Party shall, and the Company shall cause its Affiliates to, consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement without the prior written consent of the other Parent, except with respect to (i) any disclosures to any Governmental Authority which it is required to make under any Legal Requirement (including with respect to any such Person’s public reporting obligations under applicable securities laws), or (ii) filing this Agreement with, or disclosing the terms of this Agreement to, any institutional lender to such Person or any of its Affiliates or potential investor in such Person or any of its Affiliates. The Parties shall cooperate to issue a press release publicly announcing this Agreement and the Transactions and shall mutually agree upon the timing and contents of such press release. Notwithstanding the foregoing, any Party may without consulting with any other Party make additional announcements that are substantially similar in form as the mutually agreed upon press release referenced in the prior sentence. (c) Each Party shall, and shall cause its Affiliates to, consult with each other before issuing, and provide each other the opportunity to review and comment upon, any communication to Subscribers, except communications in conformance and compliance with the terms of the Transition Services Agreement or the IP License Agreement.

Confidentiality; Press Releases. Each Parent Buyer and Seller will hold, each hold and ------------------------------ will cause its Affiliates and its and their officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors to hold, hold in confidence all information (other than such information as may be publicly available) furnished by, or obtained from, by such party ("PROVIDER") to the other Parent and its Affiliates party (“Provider”) to such Parent and its Affiliates (“Receiver”"RECEIVER") in connection with the Transactionstransactions contemplated by this Agreement, as well as all information concerning Provider, its Affiliates or its assets assets, business or Activities operations contained in any analyses, compilations, studies or other documents prepared by or on behalf of Receiver based on information provided by, or obtained from, by Provider (collectively, the “Information”) "INFORMATION"). Neither Buyer nor Seller as Receiver, will, without the prior written consent of Provider, release or disclose any Information regarding Provider to any other person, except to Receiver's own officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors who need to know the Information in connection with the manner set forth in the Existing NDA or, following the Closing, Section 16.20 consummation of the Operating transactions contemplated by this Agreement, who are informed of the confidential nature of the Information and who agree to be bound by the terms and conditions of this Section 6.7. (a) In the event Receiver or any person to whom Receiver transmits Information regarding Provider pursuant to this Agreement becomes legally compelled to disclose any of such Information, Receiver will provide Provider with prompt notice so that Provider may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Receiver will furnish only that portion of the Information which Receiver is legally required to disclose. (b) If the Transactions transactions contemplated by this Agreement are not consummated, each PartyBuyer and Seller each, as Receiver, agrees agree that: (i) the Information, except for that portion thereof which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver, will be returned to Provider immediately upon Provider’s 's request therefor; and (ii) that portion of the Information which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver will be destroyed held by ReceiverReceiver and kept confidential and subject to the terms of this Section 6.7, or will be destroyed. (c) No press release or public disclosure, either written or oral, of the existence or terms of this Agreement shall be made by either Buyer or Seller without the consent of the other, and Buyer and Seller shall each furnish to the other advance copies of any release which it proposes to make public concerning this Agreement or the transactions contemplated hereby and the date upon which Buyer or Seller, as the case may be, proposes to make such press release. Notwithstanding the foregoingThis provision shall not, the Receiver may retain data or electronic records containing Information however, be construed to prohibit any party from (i) for the legal department of the Receiver for compliance, evidentiary or archival purposes and (ii) for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. (b) Each Parent and the Company shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement without the prior written consent of the other Parent, except with respect to (i) making any disclosures to any Governmental Authority governmental authority which it is required to make under any Legal Requirement (including with respect to any such Person’s public reporting obligations under applicable securities laws)Requirement, or (ii) from filing this Agreement with, or disclosing the terms of this Agreement to, any institutional lender to such Person or any of its Affiliates party or potential investor in such Person party, or any (ii) subsequent to the Closing, disclosing the existence of this Agreement, its Affiliates. The Parties shall cooperate to issue a consummation, and other information that has previously become publicly known or available through press release publicly announcing this Agreement and releases or public disclosures previously authorized or coordinated between the Transactions and shall mutually agree upon the timing and contents of such press release. Notwithstanding the foregoing, any Party may without consulting with any other Party make additional announcements that are substantially similar in form as the mutually agreed upon press release referenced in the prior sentenceparties.

Confidentiality; Press Releases. Each Parent will holdNeither Affiliate nor Network shall disclose (whether orally or in writing, or by press release or otherwise) to any third party any information with respect to the terms and provisions of this Agreement, any information obtained in any inspection and/or audit of the other party's books and records or any information contained in any data or report required or delivered hereunder or any materials related thereto, and will cause its Affiliates Network shall not disclose any information regarding Affiliate's promotion of the Service, including, but not limited to, Affiliate's promotional or marketing plans, programs or strategies or any information regarding Affiliate's, or any System's subscribers, or Alternative Technology subscribers including, but not limited to, the number of such subscribers or Alternative Technology subscribers, except (as to all of the foregoing): (i) to each party's respective officers, directors and its employees, in their capacity as such, and their respective auditors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this Section 13 by such officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors auditors or attorneys; (ii) to holdthe extent necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, in confidence all information (other than which event the party making such information as may be publicly available) furnished by, or obtained from, disclosure shall so notify the other Parent as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (iii) as part of its Affiliates normal reporting or review procedure to its parent company and such parent company's auditors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this Section 13 by such parent company, its auditors and attorneys; (“Provider”iv) in order to enforce its rights or perform its obligations pursuant to this Agreement provided that prior to such Parent and its Affiliates (“Receiver”) in connection with the Transactions, as well as all information concerning Provider, its Affiliates or its assets or Activities contained in any analyses, compilations, studies or other documents prepared by or on behalf disclosure such party shall seek confidential treatment of Receiver based on information provided by, or obtained from, Provider (collectively, the “Information”) in the manner set forth in the Existing NDA or, following the Closing, Section 16.20 of the Operating Agreement. (a) If the Transactions are not consummated, each Party, as Receiver, agrees that: (i) the Information, except for that portion thereof which consists of analyses, compilations, studies or other documents prepared by or on behalf of Receiver, will be returned to Provider immediately upon Provider’s request thereforsuch information; and (iiv) that portion if mutually agreed by Affiliate and Network, in advance of such disclosure, in writing. Network shall comply with all laws, rules, regulations and court and administrative decrees to which it is subject. In addition, unless such information is obtained from a third party, including from the Information subscriber in a communication which consists does not violate Section 8(g) hereof, Network shall not use or disclose information (whether personally identifiable information or not) to any third party regarding Affiliate's or any affiliate of analyses, compilations, studies Affiliate's Cable television subscribers or other documents prepared by or on behalf of Receiver will be destroyed by Receiver. Notwithstanding the foregoing, the Receiver may retain data or electronic records containing Information (i) for the legal department of the Receiver for compliance, evidentiary or archival purposes and (ii) for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. (b) Each Parent and the Company shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions Alternative Technology subscribers and shall not issue engage in any direct mailing or telephone solicitation, for any purpose, to such press release Cable television subscribers or make any such public statement without Alternative Technology subscribers. This Section 13 shall survive, indefinitely, the prior written consent of the other Parent, except with respect to (i) any disclosures to any Governmental Authority which it is required to make under any Legal Requirement (including with respect to any such Person’s public reporting obligations under applicable securities laws), expiration or (ii) filing this Agreement with, or disclosing the terms termination of this Agreement to, any institutional lender to regardless of the reason for such Person expiration or any of its Affiliates or potential investor in such Person or any of its Affiliates. The Parties shall cooperate to issue a press release publicly announcing this Agreement and the Transactions and shall mutually agree upon the timing and contents of such press release. Notwithstanding the foregoing, any Party may without consulting with any other Party make additional announcements that are substantially similar in form as the mutually agreed upon press release referenced in the prior sentencetermination.