Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. 29.1 Except as set forth below, Transferor and SLGOP covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Transferor or SLGOP, as applicable.

Confidentiality; Public Disclosure. 29.1 Except as set forth below(a) Each party hereto agrees that, Transferor it and SLGOP covenant and agree not to communicate its representatives shall hold the terms of the Mergers in strict confidence. At no time shall any party disclose any of the terms of the Mergers (including, but not limited to, the economic terms) or any aspect of this Agreement and non-public information about a party hereto (collectively, the transactions contemplated hereby “Confidential Information”) to any person or entity and to hold, other party (other than the Company Securityholders after the date hereof solely in the strictest confidence, the content of any and all information in respect connection with delivery of the Property which is supplied by Transferor Information Statement or the information statement provided in connection with the Section 280G stockholder approval pursuant to SLGOP or by SLGOP to Transferor, Section 5.12) without the express prior written consent of the other party; providedparty about which such non-public information relates. Notwithstanding the foregoing, however(i) a party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax, without consentand legal advisors (each of whom is subject to a similar obligation of confidentiality), disclose and to any Governmental Entity or administrative agency, including for the terms hereof avoidance of doubt communications or filings with the SEC, to the extent necessary or advisable in compliance with applicable Legal Requirements and the transactions contemplated hereby (a) to its respective advisorsrules of The NASDAQ Stock Market, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (bii) if disclosure is required by law or by regulatory or judicial process or pursuant the obligations not to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations Confidential Information shall not apply to Confidential Information made available to the extent public without breach of this Agreement and, to the knowledge of the party seeking to rely on the exception in this clause (ii), without breach of any other Contract covering such Confidential Information. In addition, notwithstanding anything herein to the contrary, the Securityholders’ Agent shall be permitted to disclose Confidential Information to the Company Securityholders in connection with its responsibilities, provided that any such information is disclosures are made only on a matter of public record or is provided in other sources readily available need-to-know basis and subject to the real estate industry other than as a result of disclosure by Transferor or SLGOP, as applicableconfidentiality restrictions with respect thereto.

Confidentiality; Public Disclosure. 29.1 Except (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as set forth belowof February 11, Transferor 2020 (the “Confidentiality Agreement”), which shall continue in full force and SLGOP covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. Except to the extent necessary for purposes of the Stockholder Notice or as otherwise permitted under this Section 5.3, at no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, other Person without the express prior written consent of the other party; providedparty hereto to which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange Governmental Entity or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply administrative agency to the extent that any such information is a matter necessary or advisable to comply with Applicable Law and the rules of public record or is provided in other sources readily available NYSE. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the real estate industry other than same extent as though the Stockholders’ Agent were a result party thereto; provided that the Stockholders’ Agent shall be permitted to disclose Confidential Information to the Advisory Group in its capacity as such to the extent necessary or incidental to its services and responsibilities under Section 8.7 of disclosure by Transferor or SLGOPthis Agreement. With respect to the Stockholders’ Agent, as applicableused in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing.

Confidentiality; Public Disclosure. 29.1 Except (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as set forth belowof June 17, Transferor 2022 (the “Confidentiality Agreement”), which shall continue in full force and SLGOP covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consentand to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaq. The Holders’ Agent herexx xxxees to be hold information relating to the Merger, disclose the terms hereof of this Agreement, and the transactions contemplated hereby fact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Agent shall be permitted to: (ai) after the public announcement of the Merger, announce that it has been engaged to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (serve as the "Transaction Parties") without the express written consent Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof hereof; and (bii) if disclosure is disclose information as required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either advisors and representatives of the Securities Holders’ Agent and Exchange Commissionto the Converting Holders, the New York Stock Exchange or other public exchange for the sale and purchase of securitiesin each case who have a need to know such information, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts persons are subject to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Transferor or SLGOP, as applicablewith respect thereto.

Confidentiality; Public Disclosure. 29.1 Except (a) The parties hereto acknowledge that Acquirer and the Company have previously executed a non-disclosure agreement, dated as set forth belowof September 10, Transferor 2015 (the “Confidentiality Agreement”), which shall continue in full force and SLGOP covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto (other than Acquirer following the Closing) disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however(i) a party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax, without consentaccounting and legal advisors (each of whom is subject to a similar obligation of confidentiality), disclose and to any Governmental Entity or administrative agency to the terms hereof extent necessary or advisable in compliance with Applicable Law and the transactions contemplated hereby rules of Nasdaq, (aii) following Closing, the Stockholders’ Agent may disclose information to its respective advisorsthe Converting Holders on a need-to-know basis, consultantsprovided that such persons are subject to a similar obligation of confidentiality and (iii) following Closing and the public announcement of the Merger, officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without Stockholders’ Agent shall be permitted to publicly announce that it has been engaged to serve as the express written consent Stockholders’ Agent in connection with the Merger as long as such announcement does not disclose any of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with terms of the terms hereof and (b) if disclosure is required by law Merger or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Transferor or SLGOP, as applicabletransactions contemplated herein.

Confidentiality; Public Disclosure. 29.1 (a) The parties hereto acknowledge that Fxxxxxxx.xxx US, LLC, an Affiliate of Acquirer, and the Company have previously executed a mutual non-disclosure agreement, dated as of October 8, 2018 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence to the same extent as required if such Person was a party to the Confidentiality Agreement. Except as set forth belowotherwise provided in Section 5.13, Transferor and SLGOP covenant and agree not to communicate at no time shall any party hereto disclose any of the terms or any aspect of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary herein, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange Governmental Entity or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply administrative agency to the extent that any such information is a matter necessary or advisable in compliance with Applicable Law and the rules of public record or is provided in the NYSE, and as reasonably necessary for the Company to obtain the Voting Member Approval and approvals from other sources readily available third parties as contemplated by this Agreement. The Members’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the real estate industry other than same extent as though the Members’ Agent were a result of disclosure by Transferor or SLGOPparty thereto. With respect to the Members’ Agent, as applicable.used in the Confidentiality Agreement, the term “

Confidentiality; Public Disclosure. 29.1 Except (a) The parties hereto acknowledge that Castlight and Jiff have previously executed a non-disclosure agreement, dated as set forth belowof July 19, Transferor 2016 (the “Confidentiality Agreement”), which shall continue in full force and SLGOP covenant and agree not to communicate the terms or effect in accordance with its terms. At no time shall any aspect of this Agreement and the transactions contemplated hereby party hereto disclose any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, other Person without the express prior written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the "Transaction Parties") without the express written consent of the other party, so long as any hereto about which such Transaction Parties to whom disclosure is made shall also agree to keep all such non-public information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all relates. The parties hereto will use commercially reasonable efforts to preserve minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the confidentiality contrary in the foregoing, a party hereto shall be permitted to disclose any and all such information to its financial, Tax and legal advisors (each of the confidential documents whom is subject to a similar obligation of confidentiality), to any Governmental Entity or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE and Castlight may make such public communications as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such information is a matter disclosure and, if possible, allow Jiff the opportunity to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of public record or is provided in other sources readily available the Confidentiality Agreement to the real estate industry other than same extent as though the Stockholders’ Agent were a result of disclosure by Transferor or SLGOPparty thereto. With respect to the Stockholders’ Agent, as applicable.used in the Confidentiality Agreement, the term “