Common use of Confidentiality/Public Announcement Clause in Contracts

Confidentiality/Public Announcement. (a) The Seller and the Buyer shall take all reasonable precautions to maintain the confidentiality of any Confidential Information concerning the Business, the other party or any party's Affiliates that is provided to or discovered by it or its representatives in the course of negotiating this Agreement and shall not disclose such Confidential Information to anyone other than (a) those persons directly involved in the investigation and negotiations pertaining to the transactions contemplated by this Agreement, including without limitation, financial advisors, legal counsel, accountants, appraisers, insurance brokers and similar representatives, (b) such lenders or investors as may be necessary to finance the transactions contemplated hereby and (c) such Persons or governmental authorities whose consents or approvals may be necessary or to whom notice need be given to permit consummation of the transactions contemplated hereby. The Buyer will not use any of the Confidential Information except in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby and, if this Agreement is terminated for any reason whatsoever, will return to the Seller all tangible, digital or electronic embodiments (and all copies) of the Confidential Information which are in its possession or under its control or that of its advisors. (b) Other than jointly-issued announcements and disclosure to Seller's and Buyer's employees, customers and vendors, no party to this Agreement shall, without the prior written consent of the other parties hereto, make or cause to be made any press release or other public statement or announcement (a "PUBLIC ANNOUNCEMENT") that directly or indirectly discloses the transactions contemplated by this Agreement; PROVIDED, that any party may make a Public Announcement if such disclosure is, in the reasonable good faith opinion of such party's outside counsel, required by law. If a party determines that it is required by law to make any such Public Announcement, it will give the other party reasonable advance notice thereof, including the text of such Public Announcement and shall consult with such other party regarding the nature, content and timing of such Public Announcement.

Confidentiality/Public Announcement. (a) The Seller and the Buyer shall take all reasonable precautions to maintain the confidentiality of any All Confidential Information concerning furnished by Purchaser to the Business, Company or by the other party or any party's Affiliates that is provided Company to or discovered by it or its representatives Purchaser in the course of negotiating connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall not be kept confidential by the Company and Purchaser. Notwithstanding the foregoing, the Company and Purchaser may disclose such Confidential Information to anyone other than (a) those persons directly involved in their partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the investigation confidential nature of such information and negotiations pertaining shall be obligated to keep such information confidential pursuant to the transactions contemplated terms of this Section 5.04(a), or as may otherwise be required by this Agreementapplicable law. The Company will consult with Purchaser, including and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, financial advisors, legal counsel, accountants, appraisers, insurance brokers and similar representatives, (b) such lenders any disclosures made pursuant to applicable securities laws or investors as may be necessary made to finance the transactions contemplated hereby and (c) such Persons investment or governmental authorities whose consents or approvals may be necessary or to whom notice need be given to permit consummation of the transactions contemplated hereby. The Buyer will not use any of the Confidential Information except in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby and, if this Agreement is terminated for any reason whatsoever, will return to the Seller all tangible, digital or electronic embodiments (and all copies) of the Confidential Information which are in its possession or under its control or that of its advisorsother analysts. (b) Other than jointly-issued announcements Each Party is a publicly traded company and has certain disclosure obligations under the U.S. securities laws and the rules and regulations of the U.S. Securities Exchange Commission. In addition to Seller's any disclosures required by applicable law, each Party may issue a press release announcing the transactions set forth in the Transaction Documents. Prior to issuing any such press release, each Party shall provide the other Party with an advance copy of press release and Buyer's employeesprovide a reasonable opportunity (not to exceed two Business days) for the other Party to comment thereon. The Party issuing the press release shall give reasonable consideration in good faith to any reasonable comments provided by the other Party. Except as required by applicable law or by the rules and regulations of any securities exchange or trading system or the FDA, customers and vendorstaxing authority or any Governmental Authority with similar regulatory authority, no party to this Agreement shall, without or except with the prior written consent of the other parties heretoparty (which consent shall not be unreasonably withheld), make or cause to be made no party shall issue any other press release or make any other public statement or announcement (a "PUBLIC ANNOUNCEMENT") that directly or indirectly discloses disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement; PROVIDED, that Agreement or any party may make a Public Announcement if such disclosure is, in the reasonable good faith opinion of such party's outside counsel, required by law. If a party determines that it is required by law to make any such Public Announcement, it will give the other party reasonable advance notice thereof, including the text of such Public Announcement and shall consult with such other party regarding the nature, content and timing of such Public AnnouncementTransaction Document.

Confidentiality/Public Announcement. (a) The Seller and All information furnished by CHRP to the Buyer shall take all reasonable precautions Company or by the Company to maintain CHRP, including the confidentiality of any Confidential Information concerning the BusinessInformation, the other party or any party's Affiliates that is provided to or discovered by it or its representatives in the course of negotiating connection with this Agreement and shall not disclose such Confidential Information to anyone any other than (a) those persons directly involved in the investigation Transaction Document and negotiations pertaining to the transactions contemplated by this Agreement, including without limitation, financial advisors, legal counsel, accountants, appraisers, insurance brokers and similar representatives, (b) such lenders or investors as may be necessary to finance the transactions contemplated hereby and (c) such Persons or governmental authorities whose consents or approvals may be necessary or to whom notice need be given to permit consummation of thereby, as well as the transactions contemplated hereby. The Buyer will not use any of the Confidential Information except in connection with the negotiation terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the consummation of Company and CHRP, and shall be used by the Company and CHRP only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby andand thereby. Notwithstanding the foregoing, if this Agreement is terminated for any reason whatsoeverthe Company and CHRP may disclose such information to their partners, will return directors, employees, managers, officers, investors, potential investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated in writing to keep such information confidential pursuant to the Seller all tangibleterms of this Section 5.04(a). The Company will consult with CHRP, digital or electronic embodiments (and all copies) CHRP will consult the Company, on the form, content and timing of the any such disclosures of Confidential Information which are in its possession related to the Transaction Documents including, without limitation, any disclosures made pursuant to applicable securities laws or under its control made to investment or that of its advisorsother analysts. (b) Other than jointly-issued announcements Except as required by law or the rules and disclosure to Seller's and Buyer's employeesregulations of any securities exchange or trading system or the FDA or any Governmental Authority with similar regulatory authority, customers and vendors, no party to this Agreement shall, without or except with the prior written consent of the other parties heretoparty (which consent shall not be unreasonably withheld, make conditioned or cause to be made delayed), no party shall issue any press release or make any other public statement or announcement (a "PUBLIC ANNOUNCEMENT") that directly or indirectly discloses disclosure with respect to the transactions contemplated by this AgreementAgreement or any other Transaction Document; PROVIDEDprovided, however, that wherever so permitted by relevant law or rule, the Company shall make available to CHRP prior to public release (and consider CHRP’s reasonable revisions thereto) any party may make a Public Announcement if such disclosure is, in the reasonable good faith opinion of such party's outside counsel, required by law. If a party determines that it is press releases required by law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Authority with similar regulatory authority with respect to make the transactions contemplated by this Agreement or any such Public Announcementother Transaction Document; and provided further, it will give that the other party reasonable advance notice thereofCompany and CHRP may jointly prepare a press release for dissemination promptly following the Closing Date. Notwithstanding anything to the contrary in this Section 5.04(b), including the text Company shall seek confidential treatment under applicable Securities and Exchange Commission rules, to avoid public disclosure of such Public Announcement competitively sensitive provisions of the Revenue Interest (i.e., the Applicable Percentage, the multiple step down and shall consult the Put Price formula using internal rate of return and multiples, etc.), and to allow CHRP to review and provide input on all redacted drafts, descriptive summaries and transmittal letters prepared in connection with such other party regarding the nature, content Company’s obligations arising under this sentence prior to submission or filing with the Securities and timing of such Public AnnouncementExchange Commission or otherwise.

Confidentiality/Public Announcement. (a) The Seller and the Buyer shall take all reasonable precautions to maintain the confidentiality of any All Confidential Information concerning furnished by Purchaser to the Business, Company or by the other party or any party's Affiliates that is provided Company to or discovered by it or its representatives Purchaser in the course of negotiating connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall not be kept confidential by the Company and Purchaser. Notwithstanding the foregoing, the Company and Purchaser may disclose such Confidential Information to anyone other than (a) those persons directly involved in their partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the investigation confidential nature of such information and negotiations pertaining shall be obligated to keep such information confidential pursuant to the transactions contemplated terms of this Section 5.04(a), or as may otherwise be required by this Agreementapplicable law. The Company will consult with Purchaser, including and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, financial advisors, legal counsel, accountants, appraisers, insurance brokers and similar representatives, (b) such lenders any disclosures made pursuant to applicable securities laws or investors as may be necessary made to finance the transactions contemplated hereby and (c) such Persons investment or governmental authorities whose consents or approvals may be necessary or to whom notice need be given to permit consummation of the transactions contemplated herebyother analysts. The Buyer will not use any of the Confidential Information except in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby and, if this Agreement is terminated for any reason whatsoever, will return to the Seller all tangible, digital or electronic embodiments (and all copies) of the Confidential Information which are in its possession or under its control or that of its advisors.31 (b) Other than jointly-issued announcements Each Party is a publicly traded company and has certain disclosure obligations under the U.S. securities laws and the rules and regulations of the U.S. Securities Exchange Commission. In addition to Seller's any disclosures required by applicable law, each Party may issue a press release announcing the transactions set forth in the Transaction Documents. Prior to issuing any such press release, each Party shall provide the other Party with an advance copy of press release and Buyer's employeesprovide a reasonable opportunity (not to exceed two Business days) for the other Party to comment thereon. The Party issuing the press release shall give reasonable consideration in good faith to any reasonable comments provided by the other Party. Except as required by applicable law or by the rules and regulations of any securities exchange or trading system or the FDA, customers and vendorstaxing authority or any Governmental Authority with similar regulatory authority, no party to this Agreement shall, without or except with the prior written consent of the other parties heretoparty (which consent shall not be unreasonably withheld), make or cause to be made no party shall issue any other press release or make any other public statement or announcement (a "PUBLIC ANNOUNCEMENT") that directly or indirectly discloses disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement; PROVIDED, that Agreement or any party may make a Public Announcement if such disclosure is, in the reasonable good faith opinion of such party's outside counsel, required by law. If a party determines that it is required by law to make any such Public Announcement, it will give the other party reasonable advance notice thereof, including the text of such Public Announcement and shall consult with such other party regarding the nature, content and timing of such Public AnnouncementTransaction Document.

Confidentiality/Public Announcement. (a) The Seller and Between the Buyer shall take all reasonable precautions to maintain the confidentiality of any Confidential Information concerning the Business, the other party or any party's Affiliates that is provided to or discovered by it or its representatives in the course of negotiating this Agreement and shall not disclose such Confidential Information to anyone other than (a) those persons directly involved in the investigation and negotiations pertaining to the transactions contemplated by this Agreement, including without limitation, financial advisors, legal counsel, accountants, appraisers, insurance brokers and similar representatives, (b) such lenders or investors as may be necessary to finance the transactions contemplated hereby and (c) such Persons or governmental authorities whose consents or approvals may be necessary or to whom notice need be given to permit consummation of the transactions contemplated hereby. The Buyer will not use any of the Confidential Information except in connection with the negotiation date of this Agreement and the Closing Date, Buyer, Sellers and the FCS Companies will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Buyer and the FCS Companies to maintain in confidence, any confidential or proprietary information obtained in confidence from another party in connection with this Agreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is necessary or appropriate in connection with legal proceedings. If the Contemplated Transactions are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request. On the day of or on the first business day after the execution of this Agreement and on the day of or the first business day after the Closing Date, Buyer may issue press releases concerning the transactions contemplated hereby andeffected by this Agreement. Any other public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in such manner as Buyer determines. Unless consented to by Buyer in advance or required by Legal Requirements, prior to the Closing Sellers shall, and shall cause the FCS Companies to, keep this Agreement is terminated strictly confidential and may not make any disclosure of this Agreement to any Person. Sellers and Buyer will consult with each other concerning the means by which the FCS Companies' employees, clients, customers and others having dealings with the FCS Companies will be informed of the Contemplated Transactions, and Buyer will have the right to be present for any reason whatsoever, will return to the Seller all tangible, digital or electronic embodiments (and all copies) such communication. The Controlling Sellers acknowledge that certain of the Confidential Information terms and conditions of this Agreement contain important confidential information the disclosure of which are could result in its possession a competitive disadvantage to Buyer and IFG. Accordingly, each Controlling Seller agrees never to disclose to any Person the terms and provisions of his or under its control any other Controlling Sellers' Employment Agreement or that of its Sections 2.5 and 2.10 of this Agreement except (a) to his legal or tax advisors. , (b) Other than jointly-issued announcements and to officers or employees of IFG, (c) when disclosure of such information is necessary in connection with legal proceedings, (d) to Seller's and Buyer's employeesother Sellers, customers and vendors, no party to this Agreement shall, without or (e) with the prior written consent of the other parties heretoBuyer, make or cause to which consent will not be made any press release or other public statement or announcement (a "PUBLIC ANNOUNCEMENT") that directly or indirectly discloses the transactions contemplated by this Agreement; PROVIDED, that any party may make a Public Announcement if such disclosure is, in the reasonable good faith opinion of such party's outside counsel, required by law. If a party determines that it is required by law to make any such Public Announcement, it will give the other party reasonable advance notice thereof, including the text of such Public Announcement and shall consult with such other party regarding the nature, content and timing of such Public Announcementunreasonably withheld.