Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filing.

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except Prior to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQClosing, the parties agree that no public hereto shall use their best efforts to keep this Agreement and the execution and terms hereof confidential, and shall consult with each other before issuing any press release or announcement by making any party concerning public statement with respect to this Agreement or the transactions contemplated hereby hereby. Either party may, however, disclose such matters to its directors, officers, executive employees and professional advisors to such extent as may be reasonable for the negotiation, execution and consummation of this Agreement. Each party shall be made without advance approval thereof by keep confidential all information concerning the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold obtained pursuant to this Agreement and shall not use such information except in connection with the transactions set forth herein. The foregoing obligations of confidentiality in this Section 7.02 do not pertain to the disclosure of information which is generally available to the public, is required to be disclosed by any court or either party discloses, upon advice of counsel, in order to comply with Applicable Law. The parties hereto recognize and agree that in the Purchase Price therefor in event of a filing made pursuant breach by a party of this Section 7.02, money damages would not be an adequate remedy to Section 13 the injured party for such breach and, even if money damages were adequate, it would be impossible to ascertain or Section 16 measure with any degree of accuracy the damages sustained by such injured party therefrom. Accordingly, if there should be a breach or threatened breach by a party of the Exchange Act and no provisions of this Section 7.02, the injured party shall be entitled to an injunction restraining the breaching party from any breach without showing or proving actual damage sustained by the injured party. Nothing in the preceding sentence shall limit or otherwise affect any remedies that a party may otherwise have any right to consent to, or provide comments on, any such filingunder Applicable Law.

Confidentiality; Public Announcements. Each party agrees to keep This Agreement is confidential, and neither Party shall disclose the terms and conditions of this Agreement confidential, except to the extent required by applicable Law any other Person (including the rules other than such Party’s Affiliates and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes its and except that such party may disclose such terms to its their respective officers, managers, directors, employees, equityholdersrepresentatives, accountantsagents, counseland advisors) or issue, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct or permit any of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party Affiliates to treat such information confidentially in accordance with this Agreement). Except as may be required by Lawissue, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public any press release or announcement by otherwise make any party concerning public statements or announcements regarding this Agreement or the transactions contemplated hereby shall by this Agreement without the prior written consent (which consent will not be made without advance approval thereof by unreasonably withheld, conditioned or delayed) of the other party. If Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement is required by Law shall use reasonable efforts to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to provide the other party, and shall give such other party Party a reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by on such other partydisclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 existence of this Agreement and the general nature of the Exchange Act transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and no party shall have any right to consent to, or provide comments on, any such filingother members of the investment community.

Confidentiality; Public Announcements. Each party agrees to keep As the terms issuance of this Agreement confidentialNote is considered by Borrower to be a material event, except Lender hereby consents to Borxxxxx’x publication of a press release in the extent required form previously approved by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and Lenxxx. Xn all other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQrespects, the parties agree that no public release or announcement by hereto shall, and shall cause their respective affiliates to, hold in confidence and not disclose to any third party concerning any information about this Agreement Note, the terms and conditions hereof or the transactions contemplated hereby (the “Confidential Information”). In the event a party is requested or required (by interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it shall be made without advance approval thereof by notify the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft promptly of such announcement to the other party, and shall give request or requirement so that such other party reasonable opportunity may seek an appropriate protective order or waive compliance with the provisions of this Section 11. If such protective order is not obtained, or if and to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by the extent such other partyparty waives such prohibition, the first party may make such disclosure that, in the reasonable opinion of its counsel, is legally required to be made. Notwithstanding the foregoing, nothing here (i) each party may disclose Confidential Information to its employees, agents, representatives and advisors who have a reasonable need to know for legitimate business purposes and who commit to an undertaking of confidentiality consistent with the terms of this Section 11 and (ii) Lender and Borrower may disclose the Confidential Information in court filings in connection with the exercise of its rights under the Note Documents. Except as set in this Section 11, no public announcement shall restrict any be made by either party from reporting the number or its representatives in respect of Shares to be purchased and sold pursuant to this Agreement Note or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 transactions contemplated hereby without the prior written consent of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingother party.

Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares Securities to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filing.

Confidentiality; Public Announcements. Each party agrees to keep the The terms and conditions of this Agreement confidentialshall be maintained in strict confidence by each of the Parties from and after the date of this Agreement with the same degree of care as it maintains its own confidential and proprietary information and shall not be, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, published, disseminated or disclosed to any Third Party nor used by such Party for any purpose except to the extent required by applicable Law (including necessary for the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct performance of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by LawWithout limitation to the foregoing, including the rules Purchasers and regulations promulgated by the SEC Seller shall consult with each other before issuing any press release or NASDAQotherwise making any public statements with respect to this Agreement, the parties agree that no public release or announcement by any party concerning this Agreement other Party’s name or the transactions contemplated hereby and neither Purchasers nor Seller shall issue any such press release or make any such public statement without having first submitted a draft thereof to the other Party. The issuance thereof shall not be made without advance the prior written approval thereof of the other Party (such approval not to be unreasonably withheld). However, the approval by the other partyParty shall be unnecessary if the disclosing Party is subject to a requirement of applicable Law or by the applicable rules of any stock exchange to disclose the existence and terms of this Agreement, or if such disclosure is necessary, as in the reasonable opinion of the disclosing Party’s counsel, in order to implement the provisions of this Agreement. If any In such public announcement is required by Law to be made by any partyevent, the disclosing Party shall notify without delay the other Party and provide the other Party with a copy of the contemplated disclosure prior to making such announcementsubmission or release as the case may be, such party will deliver a draft of such announcement unless notifying is impracticable due to circumstances beyond the Party’s control. The other Party may provide comments to the submission or release and the disclosing Party shall in such case take into consideration all such reasonable comments. Unless otherwise agreed with the other partyParty, and the disclosing Party shall give only disclose such other party reasonable opportunity information that is needed to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement comply with applicable Law or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingstock exchange rules.

Confidentiality; Public Announcements. (a) Each party agrees to shall keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules confidential and regulations promulgated not disclose any nonpublic information provided by the SEC other party or NASDAQ) or its agents for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary party’s use in connection with the ordinary conduct Repurchase Transaction or the negotiation of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or (the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party“Confidential Information”), and shall give not publish, disclose or otherwise divulge, such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by Confidential Information without such other party. Notwithstanding ’s prior written consent, except to such party’s officers, directors, agents, or employees on a confidential and need-to-know basis; provided that such party accepts responsibility for compliance by such parties with the foregoingprovisions of this Agreement; provided, further, that nothing here herein shall restrict any prevent such party from reporting the number of Shares to be purchased and sold disclosing any Confidential Information (a) pursuant to this Agreement the order of any court or administrative agency or in any legal, judicial or administrative proceeding, or otherwise as required by applicable law based on the advice of counsel (in which case such party agrees, to the extent not prohibited by applicable law or regulation, to inform the other party promptly thereof prior to disclosure), (b) pursuant to obligations of such party under law, regulation or any listing agreement with any securities exchange or the Purchase Price therefor requirements of any self-regulatory organization or as contemplated by Section 4.12(b) (in which case such party agrees, to the extent not prohibited by applicable law or regulation, to inform the other party promptly thereof prior to disclosure), (c) in response to routine examinations, regulatory sweeps and other regulatory inquiries by a filing made pursuant regulatory or self-regulatory authority, bank examiner or auditor, and (d) to Section 13 or Section 16 the extent that such Confidential Information becomes publicly available other than by reason of the Exchange Act and no party shall have any right to consent to, or provide comments on, any improper disclosure by such filingparty.

Confidentiality; Public Announcements. Each party agrees to keep that the terms and conditions of this Agreement confidential(and all schedules, except certificates and deliverables attached hereto or delivered pursuant hereto) and the Related Agreements (and all schedules, certificates and deliverables attached thereto or delivered pursuant thereto) shall be treated as confidential information of all parties and shall not be disclosed to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except any third party, provided, however, that such each party may disclose such terms the term and conditions of this Agreement or the Related Agreements: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to its officerslegal counsel of the parties; (iv) in confidence, managers, directors, employees, equityholders, to accountants, counselbanks, consultantsprivate investors, advisorsand their advisors who have a need to know of such information in order to render services to the disclosing party, agents and who are under an obligation not to disclose such information or use such information for any purpose other Affiliates as necessary than rendering such services or for the reasons set forth in clauses (i), (ii), (iii), (iv), (v) or (vi) hereof; (v) in connection with the ordinary conduct enforcement of its business this Agreement or the Related Agreements or rights under this Agreement or the Related Agreements; or (so long vi) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction, If a party may disclose the terms and conditions of this Agreement or the Related Agreements as such Persons are informed by provided in (i) or (ii) of the preceding sentence, such party of shall use best efforts to give the confidential nature other party reasonable advance notice of such information and are directed by disclosure so that such other party to treat such information confidentially in accordance may seek an appropriate protective order. Each Seller will consult with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public Buyer before issuing any press release or announcement by otherwise making any party concerning public statements with respect to this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by or the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to Related Agreements or the other party, transactions contemplated thereby and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider not issue any reasonable and timely comments provided by such other party. Notwithstanding press release or make any public statements without the foregoing, nothing here shall restrict any party from reporting the number prior written consent of Shares to be purchased and sold pursuant to Buyer or otherwise disclose this Agreement or the Purchase Price therefor contents hereof or the Related Agreements or the contents thereof, unless in a filing made pursuant the opinion of counsel to Section 13 or Section 16 of such Seller, such disclosure is required by law (and solely to the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filingextent required).

Confidentiality; Public Announcements. (a) Each party agrees to keep that it will (and will cause its representatives to) treat in confidence all documents, materials and other information which it shall have obtained (whether before or after the terms date of this Agreement confidential, except to Agreement) regarding the extent required by applicable Law (including the rules and regulations promulgated by the SEC other party or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct negotiation of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by (including prior to the other partyClosing, the existence and terms of this Agreement and all of the transactions contemplated hereby). If any such public announcement is required by Law to be made by any partythe transactions contemplated hereby are not consummated, prior to making such announcement, such each party will deliver a draft of such announcement return to the other partyparty all copies of nonpublic documents and materials which have been furnished in connection herewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of the Purchaser, to its counsel, accountants, financial advisors or lenders, and in the case of Parent, to its counsel, accountants or financial advisors). No party shall give use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Interests. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party reasonable opportunity to comment thereon and use good faith efforts this Agreement, (ii) is or becomes available to consider any reasonable and timely comments provided the public other than as a result of disclosure by such other party. Notwithstanding the foregoingparty or its agents, nothing here shall restrict any party from reporting the number of Shares (iii) is required to be purchased and sold pursuant disclosed under applicable law or judicial process, but only to this Agreement the extent it must be disclosed, or the Purchase Price therefor in a filing made pursuant (iv) such party reasonably deems necessary to Section 13 or Section 16 disclose to obtain any of the Exchange Act and no party shall have any right to consent to, consents or provide comments on, any such filingapprovals contemplated hereby.

Confidentiality; Public Announcements. Each All information that is disclosed or made available by any Party to any other Party, including this Agreement (collectively, “Confidential Information”) shall be held in confidence by the Parties and shall not be used by such other party agrees or third parties (other than for the purchase of the Interest in the Company pursuant to keep this Agreement) nor disclosed to third parties without the prior written consent of the other Parties to this Agreement. except only that the Parties may disclose Confidential Information: (i) to any taxing authority; (ii) to their attorneys, financial advisors, or tax advisors; and (iii) as required by law and/or to enforce the terms of this Agreement confidential, except due to a breach by a Party. To the extent that any Party is required to disclose the Confidential Information pursuant to the extent required by applicable Law requirements of any legal proceedings, such Party shall notify the other Parties within two (including the rules and regulations promulgated by the SEC or NASDAQ2) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct business days of its business (so long as knowledge of such Persons are informed by such party legally required disclosure. None of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public Parties will issue any press release or announcement by make any party other public announcements concerning this Agreement or the transactions contemplated hereby shall be made without advance except with the prior written approval thereof by of the other party. If Parties regarding the timing and content of such announcement; provided that any such public announcement is required by Law Party hereto may make any disclosure that it in good faith determines to be made by necessary to comply with any partyapplicable Law, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent toregulation, or provide comments onany order of any court or federal, any such filingstate, municipal or other Governmental Entity.