Common use of Confidentiality/Public Announcement Clause in Contracts

Confidentiality/Public Announcement. (a) All Confidential Information furnished by Purchaser to the Company or by the Company to Purchaser in 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 be kept confidential by the Company and Purchaser. Notwithstanding the foregoing, the Company and Purchaser may disclose such Confidential Information to their partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section 5.04(a), or as may otherwise be required by applicable law. The Company will consult with Purchaser, and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. (b) 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 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 provide 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, taxing authority or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party (which consent shall not be unreasonably withheld), no party shall issue any other press release or make any other public disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement or any other Transaction Document.

Confidentiality/Public Announcement. (a) All Confidential Information furnished by Purchaser to 13.1 During the Company or by the Company to Purchaser in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions term of this Agreement and for a period of three years thereafter (and notwithstanding any termination or expiration of this Agreement), NeoStem and HemaCare shall not use or reveal or disclose to third parties any confidential information received from the other Transaction Document, shall be kept confidential by party without first obtaining the Company and Purchaserwritten consent of the other party. Notwithstanding the foregoingabove, the Company party to whom confidential information was disclosed (the "Recipient") shall not be in violation of this Agreement with regard to disclosure of information that Recipient can evidence by competent written proof (a) is or becomes part of the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient, (b) is already in Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient, (c) is disclosed to the Recipient by a third party having the right to do so, which third party did not obtain the same, directly or indirectly, from the other party, or (d) is in response to a valid order by a court or other governmental body (but solely to the extent of and Purchaser may disclose pursuant to such Confidential Information order), provided that the Recipient provides the other party with prior written notice of any disclosure in response to their partners, directors, a court or other governmental order so as to permit the. other party to seek confidential treatment of such information. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to its employees, managersconsultants, officers, investors, bankers, advisors, trustees agents and representativesaffiliates, provided that such Persons shall be informed employees, consultants, agents and affiliates have undertaken a similar obligation of confidentiality with respect to the confidential nature information. No public announcement or other disclosure to any third party concerning the existence of such information and shall be obligated to keep such information confidential pursuant to the or terms of this Section 5.04(a)Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may otherwise be required by applicable law. The Company will consult with Purchaser, and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. (b) 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 any disclosures required by applicable law, each Party may issue rule or regulation, without first obtaining approval of the other party and agreement upon the nature and text of such announcement or disclosure. The party desiring to make any public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure (pursuant to legal requirement, for recording purposes or otherwise) a press release announcing the transactions set forth in the Transaction Documents. Prior reasonable time prior to issuing any such press public release, each Party and shall provide the other Party party with an advance a written copy of press release the proposed public statement, in order to solicit such party's written approval. Either party may disclose the existence and provide terms of this Agreement to potential third party financial investors in such party or a reasonable opportunity potential third party acquirer (not provided that any such third party agrees to exceed two Business days) for maintain 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 confidentiality of any securities exchange or trading system or the FDA, taxing authority or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party (which consent shall not be unreasonably withheldsuch information provided to such third party), no party shall issue any other press release or make any other public disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement or any other Transaction Document.

Confidentiality/Public Announcement. (a) All Confidential Information furnished by Purchaser to the Company or by the Company to Purchaser in 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 be kept confidential by the Company and Purchaser. Notwithstanding the foregoing, the Company and Purchaser may disclose such Confidential Information to their partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section 5.04(a), or as may otherwise be required by applicable law. The Company will consult with Purchaser, and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts.. 31 (b) 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 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 provide 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, taxing authority or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party (which consent shall not be unreasonably withheld), no party shall issue any other press release or make any other public disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement or any other Transaction Document.

Confidentiality/Public Announcement. (a) All Confidential Information information furnished by Purchaser CHRP to the Company or by the Company to Purchaser CHRP, including the Confidential Information, in 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 be kept confidential by the Company and PurchaserCHRP, 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 and thereby. Notwithstanding the foregoing, the Company and Purchaser CHRP may disclose such Confidential Information information to their partners, 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 terms of this Section 5.04(a), or as may otherwise be required by applicable law. The Company will consult with PurchaserCHRP, and Purchaser CHRP will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, Information related to the Transaction Documents including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. (b) 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 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 provide 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, taxing authority FDA or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), no party shall issue any other press release or make any other public disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement or any other Transaction Document; provided, 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 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 the transactions contemplated by this Agreement or any other Transaction Document; and provided further, that the Company 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), the Company shall seek confidential treatment under applicable Securities and Exchange Commission rules, to avoid public disclosure of competitively sensitive provisions of the Revenue Interest (i.e., the Applicable Percentage, the multiple step down and 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 the Company’s obligations arising under this sentence prior to submission or filing with the Securities and Exchange Commission or otherwise.

Confidentiality/Public Announcement. 6.1. Each party hereto will hold in confidence and not divulge the financial terms of this Agreement, or the financial terms of the transactions contemplated hereby, except for (a) All Confidential Information furnished by Purchaser to the Company or by the Company to Purchaser in 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 be kept confidential by the Company and Purchaser. Notwithstanding the foregoing, the Company and Purchaser may disclose such Confidential Information to their partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section 5.04(a), or as may otherwise be required by applicable law. The Company will consult with Purchaser, and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. Section 6.2 below, (b) 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 any disclosures required by applicable law, each Party may and (c) disclosure of information that already has been publicly disclosed without violation of this Agreement. 6.2. Each of the parties hereto agrees that it will not issue a any press release announcing or otherwise make any public statement or respond to any press inquiry with respect to this Agreement, or the transactions set forth in the Transaction Documents. Prior to issuing any such press releasecontemplated hereby, each Party shall provide the other Party with an advance copy of press release and provide 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, taxing authority or any Governmental Authority with similar regulatory authority, or except with without the prior written consent approval of the other party (which consent shall approval will not be unreasonably withheld), no except as may be required by applicable law, provided that (a) it is recognized and agreed that (i) NGC, or its parent Northwestern Public Service Company ("NWPS"), may make an appropriate public announcement, as well as appropriate disclosures in filings (A) under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission and the New York Stock Exchange, and/or (B) under the Securities Act of 1933, as amended, in connection with financing transactions, including a possible MLP Transaction, (ii) EGC may make an appropriate public announcement, as well as appropriate disclosures in filings under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission and the New York Stock Exchange, and (iii) the parties hereto may make disclosures to existing and prospective financing sources and related parties (such as rating agencies) according to their respective business needs and the need to obtain consents from such sources, as well as disclosures on a "need to know" basis to the parties' shareholders, noteholders, accountants and attorneys, in each case provided that confidential treatment is required by the disclosing parties of the parties receiving such disclosures. Each party shall issue give the other parties a copy of any other press release public statement issued or make filing made which contains any other public such disclosure containing Confidential Information with respect prior to the transactions contemplated issuance or filing of any such statement, provided that such copy and the information herein shall be held in confidence by this Agreement or any other Transaction Documentthe recipient until such statement is filed.

Confidentiality/Public Announcement. (a) All Confidential Information furnished by Purchaser Between the 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 the Company maintain in confidence, any confidential or by the Company to Purchaser proprietary information obtained in confidence from another party in connection with this Agreement and 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 other Transaction Document and filing or obtaining any consent or approval required for the transactions contemplated hereby and therebyconsummation 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 well much of such written information as the terms, conditions and provisions 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 effected 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 strictly confidential and may not make any disclosure of this Agreement to any Person. Sellers and Buyer will consult with each other Transaction Document, shall be kept confidential concerning the means by which the Company and Purchaser. Notwithstanding the foregoing, the Company and Purchaser may disclose such Confidential Information to their partners, directors, FCS Companies' employees, managersclients, officers, investors, bankers, advisors, trustees customers and representatives, provided that such Persons shall 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 such communication. The Controlling Sellers acknowledge that certain of the terms and conditions of this Agreement contain important confidential nature information the disclosure of which could result in 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 any other Controlling Sellers' Employment Agreement or of Sections 2.5 and 2.10 of this Agreement except (a) to his legal or tax advisors, (b) to officers or employees of IFG, (c) when disclosure of such information and shall be obligated is necessary in connection with legal proceedings, (d) to keep such information confidential pursuant to the terms of this Section 5.04(a)other Sellers, or as may otherwise be required by applicable law. The Company will consult with Purchaser, and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. (be) 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 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 provide 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, taxing authority or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party (Buyer, which consent shall will not be unreasonably withheld), no party shall issue any other press release or make any other public disclosure containing Confidential Information with respect to the transactions contemplated by this Agreement or any other Transaction Document.