Common use of Confidentiality; Privilege Clause in Contracts

Confidentiality; Privilege. (a) From and after the Distribution Date until two (2) years following the date of termination of this Agreement, Indemnitor Group shall, and shall cause its Affiliates that are members of the Homes Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor shall not be liable hereunder with respect to any disclosure to the extent such disclosure is determined by Indemnitor (with the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee with prompt written notice of such requirement, (ii) disclose only that information that Indemnitor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemnitee, reasonably cooperating with Indemnitee to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Distribution Date other than as a result of a disclosure by Indemnitor or any of its Affiliates or Representatives in breach of this Section 2.15 or (B) becomes available to Indemnitor or any of its Affiliates or Representatives after the Distribution Date from a source other than Indemnitee or its Affiliates or Representatives if the source of such information is not known by Indemnitor or its Affiliates or Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of Indemnitor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of Indemnitor Group) shall enter into a confidentiality agreement with such member of Indemnitor Group on terms substantially similar to this Section 2.15 to keep such non-public information confidential and will not disclose such information to any other Person; (ii) such Representatives shall not use such non-public information in any manner that is detrimental to the interests of Indemnitee or its Affiliates; and (iii) Indemnitor agrees that it is responsible to Indemnitee for any action, or failure to act, that would constitute a breach or violation of this Section 2.15 by any such Representative or Affiliate.

Confidentiality; Privilege. (a) From and after the Distribution Date until two (2) years following the date of termination of this Agreement, Indemnitor Payor Group shall, and shall cause its Affiliates that are members of the Homes Transportation Systems Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor Payor shall not be liable hereunder with respect to any disclosure to the extent such disclosure is determined by Indemnitor Payor (with the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor Payor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor Payor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee the Claim Manager with prompt written notice of such requirement, (ii) disclose only that information that Indemnitor Payor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemniteethe Claim Manager, reasonably cooperating with Indemnitee the Claim Manager to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Distribution Date other than as a result of a disclosure by Indemnitor Payor or any of its Affiliates or Representatives in breach of this Section 2.15 2.16 or (B) becomes available to Indemnitor Payor or any of its Affiliates or Representatives after the Distribution Date from a source other than Indemnitee the Claim Manager or its Affiliates or Representatives if the source of such information is not known by Indemnitor Payor or its Affiliates or Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee the Claim Manager or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of Indemnitor Payor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of Indemnitor Payor Group) shall enter into a confidentiality agreement with such member of Indemnitor Payor Group on terms substantially similar to this Section 2.15 2.16 to keep such non-public information confidential and will not disclose such information to any other Person; (ii) such Representatives shall not use such non-public information in any manner that is detrimental to the interests of Indemnitee the Claim Manager or its Affiliates; and (iii) Indemnitor Payor agrees that it is responsible to Indemnitee the Claim Manager for any action, or failure to act, that would constitute a breach or violation of this Section 2.15 2.16 by any such Representative or Affiliate.

Confidentiality; Privilege. (a) From and after the Distribution Date date hereof until two (2) years following the date of termination of this Agreement, Indemnitor Group shall, and shall cause its Affiliates that are members of the Homes Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor shall not be liable hereunder with respect to any disclosure to the extent such disclosure is determined by Indemnitor (with the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee with prompt written notice of such requirement, (ii) disclose only that information that Indemnitor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemnitee, reasonably cooperating with Indemnitee to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Distribution Date date hereof other than as a result of a disclosure by Indemnitor or any of its Affiliates or Representatives in breach of this Section 2.15 or (B) becomes available to Indemnitor or any of its Affiliates or Representatives after the Distribution Date date hereof from a source other than Indemnitee or its Affiliates or Representatives if the source of such information is not known by Indemnitor or its Affiliates or Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of Indemnitor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of Indemnitor Group) shall enter into a confidentiality agreement with such member of Indemnitor Group on terms substantially similar to this Section 2.15 to keep such non-public information confidential and will not disclose such information to any other Person; (ii) such Representatives shall not use such non-public information in any manner that is detrimental to the interests of Indemnitee or its Affiliates; and (iii) Indemnitor agrees that it is responsible to Indemnitee for any action, or failure to act, that would constitute a breach or violation of this Section 2.15 by any such Representative or Affiliate.

Confidentiality; Privilege. (a) From and after the Distribution Date until two date hereof and prior to Closing, each Party shall maintain in confidence, and each Party shall cause its agents, representatives and Affiliates to maintain in confidence, and no Party shall use to the detriment or competitive disadvantage of another Party or Affiliate, any and all information exchanged in connection with the Contemplated Transactions (2including all Confidential Information, information of a proprietary nature and all trade secrets under applicable state law) years following in connection with this Agreement or the Contemplated Transactions. The foregoing covenants shall not apply to the extent necessary or appropriate in making any filing or obtaining any Consent or Governmental Authorization required for the consummation of the Contemplated Transactions. From and after the date of termination of this Agreementhereof, Indemnitor Group shalland from and after Closing, MCC shall maintain in confidence, and shall cause its Affiliates that are members not use to the competitive disadvantage of CMCC, Calgon or their respective Affiliates, any Confidential Information related to or arising out of the Homes Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor business conducted by CMCC. The foregoing covenants shall not be liable hereunder apply with respect to any disclosure information that is already known to a party or to others not bound by a duty of confidentiality or such information that becomes publicly available through no fault of such party, to the extent necessary or appropriate in making any filing or obtaining any Consent or Governmental Authorization required for the consummation of the Contemplated Transactions. If a party is compelled in any legal proceeding (other than between the parties hereto) or is requested by a Governmental Body having regulatory jurisdiction over the Contemplated Transactions to make any disclosure that is prohibited or otherwise constrained by this Section, such disclosure is determined by Indemnitor (with party shall provide the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee disclosing party with prompt written notice of such requirement, (ii) disclose only compulsion or request so that information that Indemnitor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemnitee, reasonably cooperating with Indemnitee to obtain it may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section. In the absence of a protective order or other remedy, the receiving party may disclose that portion (and only that portion) of the Confidential Information of the disclosing party that, based upon advice of the receiving party’s counsel, the receiving party is legally compelled to disclose or that has been requested by such Governmental Body, provided, however, that the receiving party shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such nonby any person to whom any Confidential Information is so disclosed. The disclosing party is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is client privileges or becomes available to the public after the Distribution Date other than similar protections and privileges as a result of a disclosure by Indemnitor disclosing its Confidential Information (including Confidential Information related to pending or any Threatened litigation) to the receiving party, regardless of its Affiliates or Representatives in breach of this Section 2.15 or (B) becomes available to Indemnitor or any of its Affiliates or Representatives after whether the Distribution Date from a source other than Indemnitee or its Affiliates or Representatives if the source of such information is not known by Indemnitor or its Affiliates or Representatives to be bound by a confidentiality agreement withdisclosing party has asserted, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of Indemnitor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of Indemnitor Group) shall enter into a confidentiality agreement with such member of Indemnitor Group on terms substantially similar to this Section 2.15 to keep such non-public information confidential and will not disclose such information to any other Person; (ii) such Representatives shall not use such non-public information in any manner that is detrimental to the interests of Indemnitee or its Affiliates; and (iii) Indemnitor agrees that it is responsible to Indemnitee for any action, or failure to act, that would constitute a breach or violation of this Section 2.15 by any such Representative or Affiliate.44

Confidentiality; Privilege. (a) From and after the Distribution Date date hereof until two (2) years following the date of termination of this Agreement, Indemnitor Payor Group shall, and shall cause its Affiliates that are members of the Homes Transportation Systems Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor Payor shall not be liable hereunder with respect to any disclosure to the extent such disclosure is determined by Indemnitor Payor (with the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor Payor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor Payor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee the Claim Manager with prompt written notice of such requirement, (ii) disclose only that information that Indemnitor Payor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemniteethe Claim Manager, reasonably cooperating with Indemnitee the Claim Manager to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Distribution Date date hereof other than as a result of a disclosure by Indemnitor Payor or any of its Affiliates or Representatives in breach of this Section 2.15 2.16 or (B) becomes available to Indemnitor Payor or any of its Affiliates or Representatives after the Distribution Date date hereof from a source other than Indemnitee the Claim Manager or its Affiliates or Representatives if the source of such information is not known by Indemnitor Payor or its Affiliates or Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee the Claim Manager or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of Indemnitor Payor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of Indemnitor Payor Group) shall enter into a confidentiality agreement with such member of Indemnitor Payor Group on terms substantially similar to this Section 2.15 2.16 to keep such non-public information confidential and will not disclose such information to any other Person; (ii) such Representatives shall not use such non-public information in any manner that is detrimental to the interests of Indemnitee the Claim Manager or its Affiliates; and (iii) Indemnitor Payor agrees that it is responsible to Indemnitee the Claim Manager for any action, or failure to act, that would constitute a breach or violation of this Section 2.15 2.16 by any such Representative or Affiliate.

Confidentiality; Privilege. (a) From and after the Distribution Date date hereof until two (2) years following the date of termination of this Agreement, the Indemnitor Group shall, and shall cause its Affiliates that are members of the Homes Transportation Systems Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor shall not be liable hereunder with respect to any disclosure to the extent such disclosure is determined by Indemnitor (with the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee the Claim Manager with prompt written notice of such requirement, (ii) disclose only that information that Indemnitor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemniteethe Claim Manager, reasonably cooperating with Indemnitee the Claim Manager to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Distribution Date date hereof other than as a result of a disclosure by Indemnitor or any of its Affiliates or Representatives in breach of this Section 2.15 2.16 or (B) becomes available to Indemnitor or any of its Affiliates or Representatives after the Distribution Date date hereof from a source other than Indemnitee the Claim Manager or its Affiliates or Representatives if the source of such information is not known by Indemnitor or its Affiliates or Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee the Claim Manager or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of the Indemnitor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of the Indemnitor Group) shall enter into a confidentiality agreement with such member of the Indemnitor Group on terms substantially similar to this Section 2.15 2.16 to keep such non-public information confidential and will not disclose such information to any other Person; (ii) such Representatives shall not use such non-public information in any manner that is detrimental to the interests of Indemnitee the Claim Manager or its Affiliates; and (iii) Indemnitor agrees that it is responsible to Indemnitee the Claim Manager for any action, or failure to act, that would constitute a breach or violation of this Section 2.15 2.16 by any such Representative or Affiliate.