Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such information.

Confidentiality; Publicity. (a) The parties hereto (Except as may be required by Law or the party disclosing Confidential Information (rules and regulations of any applicable stock exchange or as defined below)otherwise expressly contemplated herein, the “Disclosing Party”no Party or their respective Affiliates, employees, agents, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person third party the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of Seller or Buyer, as the case may be; provided, however, that any Party may disclose any such Confidential Information shall not as follows: (a) to such Party's Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be deemed responsible; (b) to include comply with any applicable Law or Order or rule or regulation of any applicable securities exchange, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses commercially reasonable efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligationobligation to the other Party. Notwithstanding If the foregoingTransactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. At or after execution of this Agreement, the Receiving Party may disclose Confidential Information Parties will issue a mutually agreed press release; provided that neither Seller nor any of its Affiliates on the one hand, nor Buyer nor any of its Affiliates on the other hand, will issue any additional press release or other public announcement related to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party this Agreement or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom Transactions without the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing other Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such information's prior approval.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange or as otherwise expressly contemplated herein, no Party nor their respective Affiliates and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall Representatives will disclose to any person third party any Confidential Information concerning the business or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or affairs of any other non-public information (“Confidential Information”)Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of such other Party; provided, however, that any Party may disclose any such Confidential Information shall not be deemed to include any such information as follows: (i) independently developed by a Receiving to such Party’s Affiliates and its or its Affiliates’ Representatives, the actions for which the applicable Party without breach of this Agreement or any legalwill be responsible, ethical or fiduciary obligation to the extent reasonably necessary to fulfill such disclosing Party’s obligations under Section 5.2, Section 5.3(b) and Section 5.3(c); (ii) which was already in possession to comply with any Law or order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its commercially reasonable efforts to Receiving Party by the Disclosing Party, limit or prevent such disclosure; (iii) to the extent that the Confidential Information is or becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (iv) to the extent that the Party that received the Confidential Information can demonstrate that it independently developed the same information without in any way relying on any Confidential Information; or (v) to the extent that the same information becomes available to the Receiving Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual contractual, or fiduciary obligationobligation to the other Party. Notwithstanding If the foregoingTransactions are not consummated, each Party will return or destroy as much of the Receiving Party may disclose Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request, to the extent permitted under applicable Law, to the extent related to a Transaction that has not been consummated (i) membersincluding de-identified and aggregated data related to a Pharmacy for which no Closing occurs, managers, directors, officers, employees of and in the Receiving Party and its affiliates whose duties and responsibilities require knowledge case of such information; (ii) data, such return or destruction to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required be certified by law, regulation or legal process or by any governmental or regulatory authority; (v) Buyer in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationwriting).

Confidentiality; Publicity. In furtherance of the confidentiality restrictions set forth in Sections 4.2 and 9.1(d), prior to the Closing (aand for an additional twelve (12) The parties hereto month period after Closing as it relates to information related to any assets other than the assets of the Company, including any assets of Seller or any of its Affiliates other than the Company) and after any termination of this Agreement, as applicable, Buyer shall hold, and shall cause its Affiliates and its and their respective representatives to hold, in confidence, all confidential documents and information concerning Seller and the Company furnished to Buyer or its representatives in connection with this Agreement and the transactions contemplated hereby in the manner specified in the Confidentiality Agreement. After Closing, Seller shall hold, and shall cause its Affiliates and its and their respective representatives to hold, in confidence, all confidential documents and information concerning the Company known or held by Seller, Seller’s Affiliates or their representatives, in the same manner and terms as specified in the confidentiality and non-disclosure obligations of the “Recipient” (as such term is defined in the Confidentiality Agreement) as set forth in the Confidentiality Agreement, mutatis mutandis as if Buyer were the party disclosing Confidential Information confidential information thereunder, for a period of twelve (as defined below)12) months following the Closing. Notwithstanding anything to the contrary in the Confidentiality Agreement or this Section 9.5, without the “Disclosing Party”prior written consent of the other Parties, and no Party shall issue any press release or make any announcement to the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose general public pertaining to any person or entity this Agreement or the terms transactions contemplated hereby or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach otherwise disclose the existence of this Agreement or and the transactions contemplated hereby and thereby to any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Third Party, except (iiia) becomes generally available as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement or make such disclosure shall use commercially reasonable efforts to consult in good faith with the other Party before issuing any such press releases or making any such announcements or disclosures to the public other than as a result general public, (b) in connection with the procurement of disclosure of such information by any necessary consents, approvals, payoff letters, and financing in connection with this transaction, and similar documentation and (c) that each Party may disclose the Receiving Party in breach terms of this section or (iv) becomes available Agreement to their respective current and prospective debt and equity investors, accountants, legal counsel and other representatives as necessary in connection with the Receiving Party on a non-confidential basis from a source not known by ordinary conduct of their respective businesses; provided that such persons agree to keep the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligationterms of this Agreement strictly confidential. Notwithstanding the foregoing, to the Receiving Party may disclose Confidential Information to (i) membersextent applicable, managers, directors, officers, employees of the Receiving each Party and its affiliates whose duties direct and responsibilities require knowledge indirect equityholders and their respective Affiliates may disclose to their direct and indirect limited partners and members such information as is customarily provided to current or prospective limited partners in private equity funds or other similar financial investment funds; provided further, however, that, with respect to Seller, Seller’s Affiliates or their representatives, the foregoing obligation of such information; (ii) confidence shall not apply to accountants and counsel for the Receiving Party extent necessary to enforce the Seller’s rights or make any claims under this Agreement and/or any Related Agreement. Notwithstanding anything contained herein to the contrary, Seller and its affiliates whose duties Controlled Affiliates may disclose information that is subject to the confidentiality obligations under this Section 9.5 to actual and responsibilities require knowledge of such information; potential debt and equity investors (iii) to other agents of the Receiving Party, financing partners or its or and their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (virepresentatives) in connection with ordinary course fundraising activities of Seller or any action of its Controlled Affiliates (subject to such recipients thereof being bound by either the Disclosing Party or the Receiving Party to enforce rights and customary confidentiality obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationthereto).

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange rule or as otherwise expressly contemplated herein, and the party receiving Confidential Informationno Party or their respective Affiliates, the “Receiving Party”) agree that neither party employees, agents or representatives shall disclose to any person third party this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any such Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Sellers or Buyer, as the case may be; provided, however, that any Party may disclose any such Confidential Information as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel or accountants, who shall not also be deemed subject to include the requirements of this Section 4.8; (b) to comply with any applicable Law or Order, (other than with respect to Taxes and Tax matters), provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of the Party or its Affiliates making such disclosure; (d) to the extent that the same information is already known by the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information by without in any way relying on any Confidential Information; (f) to the Receiving Party in breach of this section or (iv) extent that the same information becomes available to the Receiving Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the Knowledge of the disclosing Party, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation. Notwithstanding obligation to the foregoing, the Receiving other Party; and (g) either Party may disclose the “tax treatment” or “tax structure” (as those terms are defined in Treas. Reg. §§ 1.6011-4(c)(8) and (9), respectively) of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such “tax treatment” or “tax structure” of the Transactions, except that “tax structure” or “tax treatment” shall not include the identity of any existing or future Party or its Affiliates. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information to (i) members, managers, directors, officers, employees of concerning the Receiving Party and its affiliates whose duties and responsibilities require knowledge of other Parties as the Parties that have provided such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps information may reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationrequest.

Confidentiality; Publicity. (a) The parties hereto (the Except as may be required by Law, stock exchange regulations or as otherwise expressly contemplated herein, no party disclosing Confidential Information (as defined below), the “Disclosing Party”, or their respective Affiliates and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall Representatives will disclose to any person third party the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)party which it may have acquired from such party in the course of pursuing the transactions contemplated hereby without the prior written consent of Seller, the Company or Purchaser as the case may be, which consent shall not be unreasonably withheld; provided, however, that any party may disclose any such Confidential Information shall not as follows: (a) to such party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable party will be deemed responsible; (b) to include comply with any applicable Law or order, provided that prior to making any such information disclosure the party making the disclosure notifies the other party of any Action of which it is aware that may result in disclosure and uses its best efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of the party or its Affiliates making such disclosure; (d) to the extent that the same information is in the possession of the party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the party that received the Confidential Information independently develops the same information by the Receiving Party without in breach of this section any way relying on any Confidential Information; or (ivf) to the extent that the same information becomes available to the Receiving Party party making such disclosure on a non-confidential nonconfidential basis from a source other than a party or its Affiliates, which source, to the disclosing party’s knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual contractual, or fiduciary obligationobligation to the other party. Notwithstanding If the foregoingtransactions contemplated by this Agreement are not consummated, each party will return or destroy as much of the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of concerning the Receiving Party and its affiliates whose duties and responsibilities require knowledge of other party as the parties that have provided such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps information may reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationrequest.

Confidentiality; Publicity. (a) The parties hereto Each Party agrees that during the Interim Period and for a period of three (3) years after the party disclosing Confidential Information (as defined below)expiry of the Interim Period, the “Disclosing Party”they shall, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information cause their respective Representatives to: (i) independently developed treat and hold in strict confidence any Confidential Information of any other Party that is disclosed to such Party or its Representatives, and, without the disclosing Party’s prior written consent, will not use such Confidential Information for any purpose, except in connection with the evaluation, negotiation and consummation of the transactions contemplated by a Receiving Party without breach of this Agreement or any legalother Transaction Agreement, ethical performing their obligations hereunder or fiduciary obligation thereunder or enforcing their rights hereunder or thereunder (collectively, the “Permitted Purposes”), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any Confidential Information, except that each Party may disclose any Confidential Information (i) to its Affiliates, and its and its Affiliates’ respective directors, officers, employees, partners, professional advisors, investors and permitted transferees, in each case on a need-to-know basis only for any of the Permitted Purposes and where such Persons are under appropriate nondisclosure obligations; or (ii) which was already in possession prior to disclosure the extent required by applicable Laws. In the event that a Party or any of its Representatives, during the Interim Period and for a period of three (3) years after the expiry of the Interim Period, becomes legally required to Receiving Party by the Disclosing disclose any Confidential Information of any other Party, (iii) becomes generally available such Party shall provide the disclosing Party to the public other than as a result of disclosure extent legally permitted with prompt written notice of such information by requirement so that the Receiving disclosing Party or a Representative thereof may seek, at the disclosing Party’s cost, a protective order or other remedy, and in breach any event, it shall furnish only that portion of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party Confidential Information which is legally required to be prohibited from disclosing provided and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such information by legal, contractual or fiduciary obligationConfidential Information. Notwithstanding the foregoing, the Receiving each Party may and its Representatives shall be permitted to disclose any and all Confidential Information to (i) membersthe extent required by the Federal Securities Laws, managers, directors, officers, employees the staff of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for SEC or the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents rules of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationNasdaq.

Confidentiality; Publicity. (a) The parties hereto Each Party shall (and shall cause its Affiliates, agents and representatives to), for the party disclosing term of this Agreement and for six (6) years after the expiration or termination of this Agreement for any reason, (i) keep confidential, (ii) not disclose to others, (iii) use only for the purposes provided for or permitted under this Agreement or any Related Agreement, and (iv) use Best Efforts, and at least the same degree of care (but no less than a reasonable degree of care) as it uses to protect its own Confidential Information (as defined below)of like importance, to prevent unauthorized use, dissemination and disclosure of, all of the “Disclosing other Party”, and the party receiving 's Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person except as expressly provided for or entity permitted by this Agreement or such Related Agreement. All Confidential Information shall, as between the terms Parties, remain the sole property of the disclosing Party. The receiving Party and its Affiliates, agents and representatives shall have no rights to the Confidential Information of the disclosing Party, except as provided in this Agreement. Nothing in this Section 8.18 shall prevent disclosure or conditions hereofuse of information which is or becomes public knowledge without the fault of the receiving Party and its Affiliates, any agents and representatives or information concerning other’s pricingalready known to, or any other non-public information (“Confidential Information”); providedproven by written evidence to have been independently derived by, howeverthe receiving Party or received from a third party having the right to convey it. Notwithstanding the foregoing, that such Confidential Information shall not may be deemed to include any such information (i) independently developed by disclosed to a Receiving Party without breach Governmental Authority and to others to the extent such disclosure may be required to be included in regulatory filings permitted under the terms of this Agreement or any legal, ethical Related Agreement or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such informationrequired under Applicable Law; (ii) published by the receiving Party, if and to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of extent such informationpublication has been approved in writing by the disclosing Party; or (iii) disclosed to the extent required by Applicable Law or as ordered by a court or other agents regulatory body having competent jurisdiction. In each of the Receiving Partyforegoing cases, financing partners or the receiving Party will use its or their affiliates whose duties Best Efforts to limit the disclosure and responsibilities require knowledge maintain confidentiality of such information; (iv) as required by law, regulation or legal process or by Confidential Information to the maximum extent practicable and prior to making any governmental or regulatory authority; (v) in order such disclosure it shall use Best Efforts to comply consult with the lawful request or demands disclosing Party regarding the scope of any regulatory authority with authority over protective order or other confidentiality protections that may be available to limit the Receiving extent of disclosure. Any disclosure of Confidential Information to any Affiliates, agents or representatives of the receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party shall be limited to enforce rights and obligations under a "need to know" basis for purposes related to this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses ; provided that (i) – the receiving Party shall be responsible and liable to the disclosing Party for any breach of the terms of this Section 8.18 by any Affiliate, agent or representative, and (iiiii) abovedisclosure by the receiving Party to any agent or representative shall be made pursuant to appropriate confidentiality agreements. Without limiting The provisions of this Section 8.18 shall survive and shall remain in full force and effect for six (6) years after the foregoingexpiration or termination of this Agreement or any Related Agreement for any reason. After any expiration or termination of this Agreement or any Related Agreement, with respect to upon written request, each Party shall promptly discontinue the use of, and return within thirty (30) business days all originals and copies of, any requested Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received was disclosed by the Receiving other Party from or is the Disclosing Partyproperty of the other Party and that has been fixed in any tangible means of expression. For purposes of this Section 8.18, the Receiving Party L'Oreal shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse be deemed an Affiliate of such informationInvestor.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall 13.1.1 Neither Party will disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement to a third party (other than the Party’s employees, guarantor, lenders, counsel, accountants, agents or advisors who have to know such information and have agreed to keep such terms confidential), except in accordance with the terms set forth in this Section. In the event that any Party (or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by Party’s employees, guarantors, lenders, counsel, accountants, agents or advisors) (collectively, the Receiving Party in breach “Required Party”) is required to disclose any term of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to Agreement (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful any applicable law or regulation, including, but not limited to, any public records request, or request or demands of any regulatory authority with authority agency having colorable jurisdiction over the Receiving Party receiving such request and requesting the confidential information in the ordinary course of business; (ii) pursuant to any rule or demandrequirement of any Certification Authority, Administrator or Governmental Authority administering an Applicable Program; or (viiii) in connection with any action by either court or regulatory proceeding, the Disclosing Required Party shall (a) provide the other Party (the “Notified Party”) with prompt written notice of any such request or requirement so that such Notified Party may seek a protective order or other appropriate remedy and/or waive compliance with the Receiving provisions of this Section and (b) reasonably cooperate with such Notified Party to enforce rights obtain such protective order or other remedy. In the event such protective order or other remedy is not obtained and obligations under the Notified Party fails to waive compliance with this Section of this Agreement. The Receiving , the Required Party assumes responsibility agrees to (I) furnish only those terms of this Agreement for compliance withwhich the Required Party is advised by its legal counsel in writing that it is legally required to be disclosed, (II) upon the Notified Party’s request and expense, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such terms, and any breach (III) give the Notified Party prior written notice of the terms to be disclosed as far in advance of its disclosure as is reasonably practicable. Notwithstanding anything in this Section 13.1.1 to the contrary, Duke Carolinas may, without the consent of, or any prior notice to, Seller, disclose the terms or conditions of this section Agreement in any REPS-related compliance report or filing made by any person or entity Duke Carolinas with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationNCUC.

Confidentiality; Publicity. Each Party (aa "Recipient") The parties hereto who receives or otherwise has access to or learns of Confidential Information of any other Party (the party disclosing "Disclosing Party") shall treat all Confidential Information of the Disclosing Party as confidential, refrain from using any such Confidential Information (as defined belowexcept to perform and consummate the transactions described in the Transaction Documents), and deliver promptly to the “Disclosing Party or destroy, at the request and option of the Disclosing Party”, all tangible embodiments (and all copies) of such Confidential Information in the party receiving possession or control of the Recipient. If a Recipient is requested or required to disclose any Confidential Information of the Disclosing Party, it will notify the Disclosing Party promptly of the request or requirement so that the Disclosing Party may seek an appropriate protective order. If, in the absence of a protective order, Recipient is, on the advice of counsel, legally required to disclose any such Confidential Information, the “Receiving Party”) agree that neither party shall Recipient may disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“such Confidential Information”); provided, however, that the Recipient shall use commercially reasonable efforts to obtain, at the reasonable request and at the expense of the Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Disclosing Party shall not be deemed designate. No Party shall issue any press release or other public disclosure with respect to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legaltransaction contemplated by any Transaction Document or any related matter, ethical or fiduciary obligation otherwise issue any written public statements with respect to such transactions or matters, without the express prior written consent of the other Party (ii) with Sellers and the Representative deemed a single Party), except such disclosures as may be required by applicable Law (which was already in possession prior to disclosure to Receiving Party shall be governed by the Disclosing Partythis Section); provided that, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) Sellers acknowledge Spartan will be filing a Current Report on Form 8-K in connection with any action by either the Disclosing Party or execution and delivery of this Agreement and will be filing a second Current Report in connection with the Receiving Party to enforce rights and obligations under this AgreementClosing. The Receiving Parties expressly agree that, in addition to any other right or remedy any of them may have, each Party assumes responsibility for compliance withmay seek and obtain specific performance of the agreements set forth in this Section and temporary and permanent injunctive relief to prevent any breach or violation or threatened breach or violation of this Section, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure no bond or other misuse of security is required from such informationParty in connection any such effort.

Confidentiality; Publicity. (a) The parties hereto Parent acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of a confidentiality agreement, dated as of May 28, 2014, between Energy Capital Partners, LLC, ECP II and Dynegy (the party disclosing Confidential Information (as defined below“Confidentiality Agreement”), the “Disclosing Party”terms of which are incorporated herein by reference. Effective upon, and the party receiving Confidential Informationonly upon, the “Receiving Party”Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Acquired Companies. Each Seller acknowledges that it shall not, and it shall cause its Affiliates not to, for a period of two (2) agree that neither party shall years after the Closing Date, disclose any Confidential Information which relates to any person or entity this Agreement the Acquired Companies to anyone other than Representatives of Parent or the terms or conditions hereofAcquired Companies, any information concerning other’s pricing, or any other non-public information except (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include i) for any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available that does not relate primarily to the public other than as a result of disclosure of such information Acquired Companies or which is requested by the Receiving Party in breach of this section any Governmental Authority or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known that is required by the Receiving Party applicable Law to be prohibited from disclosing such information disclosed by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) it in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance withClaim, and any breach ofthen, if permitted by Law, only after such Seller has given written notice to Parent of its obligation to disclose such information so that Parent may waive compliance with the provisions of this section by any person Section 6.04(a) or entity with whom the Receiving Party shares Confidential Information pursuant be given an opportunity to clauses (i) – (iii) above. Without limiting the foregoing, obtain an appropriate protective order with respect to Confidential Information such disclosure, and the Sellers shall reasonably cooperate with Parent in connection with obtaining such protective order; provided that, if in the absence of a protective order or the receipt of a waiver from Parent, such Seller has been advised by legal counsel that constitutes “personally identifiable it is required to disclose such information” , such Seller may disclose such information, and (howsoever defined under applicable lawii) for the avoidance of doubt (and notwithstanding anything to the contrary contained in this Section 6.04), each such Seller and its Affiliates may, without the prior consent of Parent, issue any non-public release or statement or otherwise disclose information with respect to any customer received by this Agreement, other transaction documents or the Receiving Party from transactions contemplated thereby (including the Disclosing Party, Purchase Price and other terms of the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure Agreement or other misuse transaction documents) to any of its Affiliates, representatives, lenders and current and potential investors, in each case which are subject to contractual confidentiality obligations with respect to the information disclosed to them (whether pursuant to such informationrelease or statement or otherwise).

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person third party the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information Party (“Confidential Information”)including, in respect of Seller, the Business) that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of Seller or Buyer, as the case may be; provided, however, that any Party may disclose any such Confidential Information shall not as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable Party will be deemed responsible; (b) to include comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligationobligation to the other Party. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. Whether or not the Closing takes place, Seller waives any cause of Action arising out of the access of Buyer or its representatives to any Confidential Information of Seller or the Business. Notwithstanding the foregoing, Buyer may make such public disclosure of the Receiving Party existence of this Agreement, the principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that Buyer will consult with Seller prior to releasing any such public disclosure so that the Seller may disclose Confidential Information to (i) members, managers, directors, officers, notify its employees of the Receiving Party and Transactions. Seller will not nor will it permit any of its affiliates whose duties and responsibilities require knowledge of such information; (ii) Affiliates to, issue any press release or other public announcement related to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party this Agreement or the Receiving Party to enforce rights and obligations under this AgreementTransactions without Buyer’s prior written approval. The Receiving Party assumes responsibility for compliance withFollowing the Closing, and Buyer may disclose any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting regarding the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationBusiness as it deems appropriate.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity All information furnished under this Agreement to either party or its representatives will be held in confidence in accordance with the terms or conditions hereofNon-Disclosure Agreement signed by the parties dated October 4, 2011. Neither party will issue any information concerning other’s pricing, or any press release describing this transaction except with the prior written approval of the other non-public information (“Confidential Information”)party; provided, however, if a party determines, based upon advice of counsel, that Confidential Information a press release or public announcement is required, or reasonably necessary to comply with, the rules and regulations of the OTC Market or any other securities exchange on which either party’s shares are listed, such party may make such press release or public announcement, in which case that party shall not use commercially reasonable efforts to provide the other party reasonable time to comment on such release or announcement in advance of such issuance, and nothing in this Agreement shall preclude Seller from communicating with its shareholders with respect to this transaction. Buyer acknowledges that Seller shall be deemed required to include any provide information to its shareholders subsequent to the Effective Date in order to solicit approval for completion of this transaction. Notwithstanding the foregoing, or anything to the contrary in the Non-Disclosure Agreement referenced above, Seller acknowledges that after Closing Date Buyer will be unrestricted in its right to use and disclose information related to the Subject Assets and with respect to the Liabilities, and the existence and terms of this transaction. Buyer acknowledges that after Closing Date Seller will be unrestricted in its right to disclose such information (i) independently developed and the existence and terms of this transaction so long as such disclosure is for the purpose of obtaining Shareholder Approval of this transaction or is required by a Receiving Party without breach applicable law or stock exchange requirements based upon reasonable advice of counsel or is required by the Seller’s certified public accountants or is in connection with Seller’s enforcement of its rights under this Agreement or any legalrelated agreement, ethical or fiduciary obligation except none of the foregoing shall restrict Seller from disclosing any such information that (iia) which was already in possession prior is available to disclosure to Receiving Party by the Disclosing Partypublic on the Closing Date, (iiib) thereafter becomes generally available to the public other than as a result of a disclosure by Seller or any of such information by the Receiving Party in breach of this section its affiliates, representatives or employees, or (ivc) is or becomes available to the Receiving Party Seller or any of its affiliates, representatives or employees on a non-confidential basis from a source that to the Seller’s or such other person’s knowledge, as applicable, is not known by the Receiving Party to be prohibited from disclosing such information to Seller or such other person by a legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect obligation to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationperson.

Confidentiality; Publicity. Purchaser acknowledges that any information furnished to Purchaser with respect to the Properties is and has been so furnished on the condition that Purchaser maintain the confidentiality thereof. Accordingly, Purchaser shall hold, and shall cause its directors, officers and other personnel and representatives to hold, in strict confidence, and not disclose to any other person without the prior written consent of Seller until the Closing shall have been consummated, any of the information in respect of any of the Properties delivered to or for the benefit of Purchaser by Seller or any of its agents, representatives or employees, including, without limitation, the Broker. In the event the Closing does not occur and this Agreement is terminated, Purchaser shall promptly return to Seller all copies of documents containing any of such information without retaining any copy thereof or extract therefrom. Notwithstanding anything to the contrary hereinabove set forth, both parties may disclose such information on a need-to-know basis to their respective agents, employees, members of professional firms serving it or lenders to the extent reasonably necessary to perform due diligence and complete the transaction contemplated hereby; provided that all such parties shall agree to keep such information strictly confidential in accordance with the terms of this Section 15.12. Prior to the Closing, without the consent of the other party, neither party shall (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereofand provisions of this Agreement, any information concerning other’s pricing(b) the fact that negotiations with respect to the matters described herein have taken place, or any (c) the terms and provisions of documents delivered to the other non-public information (“Confidential Information”); providedparty in connection with this transaction, however, that Confidential Information shall not be deemed except to include any the extent such information disclosure is (i) independently developed required by a Receiving Party Law, including, without breach of this Agreement limitation, any securities laws, any reporting requirement or any legalaccounting or auditing standard, ethical or fiduciary obligation (ii) which was already in possession prior required to disclosure to Receiving Party by enforce the Disclosing Partyprovisions of this Agreement, or (iii) becomes generally available is of a matter which has become public through no fault of the party who thereafter discloses such matter. Notwithstanding anything to the contrary contained herein, while Sellers shall consult with Purchaser and use reasonable efforts to reach mutual agreement with Purchaser regarding public announcements, Sellers shall have the sole right to determine the form, timing and substance of, and to issue, all publicity (including, without limitation, SEC filings) concerning the transaction contemplated by this Agreement, which may include publicity or other than as a result announcements at any time on or after the execution of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, provisions of this section by any person Section 15.12 shall survive the expiration or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse earlier termination of such informationthis Agreement.

Confidentiality; Publicity. (a) 7.1 The parties hereto (the party disclosing Confidential Information (as defined below)Parties hereby agree that, the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose except to any person or entity enforce this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed unless otherwise agreed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party Parties in breach of this section writing or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, the Parties, their Affiliates and their respective employees, officers, directors and other representatives shall not publish or otherwise disclose the contents of this Agreement, except that (a) each Party may disclose this Agreement (i) to its attorneys, advisors, consultants, agents (including Dx. Xxxxx’x manufacturer(s)), and representatives who in each case are subject to obligations of confidentiality consistent with this Agreement, and (ii) if any Party becomes required to disclose this Agreement by law, regulation or legal process order of a court or administrative agency, including reporting requirements to the U.S. Securities and Exchange Commission or by the rules or regulations of any governmental or regulatory authority; stock exchange to which the Parties are subject, (vb) in order to comply the Parties may communicate with the lawful request FDA on a confidential basis prior to the License Effective Date concerning the approval of the Dx. Xxxxx’x NDA and the licenses and waivers provided for herein, (c) Plaintiffs may disclose such terms as may be necessary or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) useful in connection with any action by either proceeding, agreement or settlement discussions relating to the Disclosing Party Licensed Patents, Other Patents, or any bendamustine hydrochloride product, including the Receiving Party License Effective Date defined in this Agreement and the fact that the License Effective Date belongs to enforce rights and obligations under this AgreementDx. The Receiving Party assumes responsibility for compliance withXxxxx’x, and any breach of, this section by any person or entity with whom (d) [***]. In the Receiving Party shares Confidential Information pursuant to clauses event disclosure is required under the foregoing clause (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Partya)(ii), the Receiving Party making such disclosure shall take all steps (1) provide the other Parties with as much advance notice as reasonably necessary practicable of the required disclosure, (2) cooperate with the other Parties in an attempt to protect against unauthorized accessprevent or limit the disclosure, use, modification, and (3) limit any disclosure or other misuse of such informationto the specific purpose at issue.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law or as otherwise expressly contemplated herein, the “Disclosing Party”no Party or their respective Affiliates, and the party receiving Confidential Informationemployees, the “Receiving Party”) agree that neither party agents, or representatives shall disclose to any person third party this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of Seller or Buyer, as the case may be; provided, however, that any Party may disclose any such Confidential Information as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants which shall not also be deemed subject to include the requirements of this Section 4.6; (b) to comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of the Party or its Affiliates making such disclosure; (d) to the extent that the same information is already known by the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information by without in any way relying on any Confidential Information; (f) to the Receiving Party in breach of this section or (iv) extent that the same information becomes available to the Receiving Party making such disclosure on a non-confidential nonconfidential basis from a source other than a Party or its Affiliates, which source, to the Knowledge of the disclosing Party, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligation. Notwithstanding obligation to the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such informationother Party; (iif) to accountants the Seller’s financier(s) under the Valencia Bridge Loan; and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iiig) to other agents the Builder and Petrobras (or any relevant subsidiary of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (viPetrobras) in connection with any action by either the Disclosing Party Shipbuilding Contract and the Drilling Services Contract, respectively. Any press release or other public announcement related to this Agreement or the Receiving Party Transactions shall be issued jointly by Buyer and Seller; provided, however, Buyer is permitted to enforce rights make such public disclosure as it reasonably determines is necessary for Buyer to comply with applicable securities laws and obligations under this Agreement. The Receiving Party assumes responsibility for compliance withstock exchange requirements, and so long as Buyer consults with Seller prior to releasing any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationpublic disclosure.

Confidentiality; Publicity. As used herein, "Confidential Information" shall mean all confidential or proprietary information that is reduced to writing, in physical or electronic format, marked as confidential and given to one party by the other party relating to such other party or any of its affiliates, including data, information, or analyses resulting from the Initial U.S. Test Market Study and Lifescan Market Research, information regarding any of the products of such other party or any of its affiliates, information regarding its advertising, distribution, marketing or strategic plans or information regarding its costs, productivity or technological advances. Neither party shall, for five (a5) The years after such exchange, use or disclose to third parties hereto (the party disclosing any Confidential Information of the other (as defined below), except to the “Disclosing Party”, extent reasonably necessary to exercise its rights or comply with its obligations under this U.S. Market Research Agreement) and the party receiving Confidential Information, the “Receiving Party”) agree that neither each party shall insure that its employees, officers and agents shall not use or disclose to third parties any person Confidential Information of the other (except to the extent reasonably necessary to exercise its rights or entity comply with its obligations under this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”U.S. Market Research Agreement); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party Lifescan and Cygnus may disclose Confidential Information to each of their affiliates and consultants if such persons are informed of the confidential nature of such information and are under an obligation to keep such information confidential. Confidential Information shall not include information that (i) memberswas already known to the receiving party at the time of its receipt thereof, managersas evidenced 6 <PAGE> "CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, directorsINC." by its written records, (ii) is disclosed to the receiving party after its receipt thereof by a third party who has a right to make such disclosure without violating any obligation of confidentiality, (iii) is or becomes part of the public domain through no fault of the receiving party, (iv) is independently developed by the receiving party, as shown by its written records, without using any Confidential Information, or (v) is required to be disclosed to comply with applicable laws or regulations or an order of a court or regulatory body having competent jurisdiction. This U.S. Market Research Agreement is confidential in all respects, and neither Lifescan nor Cygnus nor their respective officers, employees or agents shall disclose to any third party any of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Partyterms, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) except as required by law. . THE PARTIES RECOGNIZE THAT CYGNUS WILL NEED TO IMMEDIATELY MAKE A PUBLIC DISCLOSURE REGARDING THIS AGREEMENT, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply ITS TERMS, AND THE PARTIES THERETO, AND THAT Cygnus shall consult with the lawful request or demands and incorporate all reasonable and timely suggestions of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) Lifescan in connection with such public disclosure and shall provide Lifescan with a copy of the planned public disclosure prior to its release. Neither party shall make any action further public disclosures of this Agreement or its terms without the prior consent of the other party, except as required by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreementlaw. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such information10.

Confidentiality; Publicity. (a) The parties hereto (Each Party agrees that during the party disclosing Confidential Information (as defined below)Interim Period and for a period of three years after the expiry of the Interim Period, the “Disclosing Party”they shall, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information cause their respective Representatives to: (i) independently developed treat and hold in strict confidence any Confidential Information of any other Party that is disclosed to such Party or its Representatives, and, without the disclosing Party’s prior written consent, will not use such Confidential Information for any purpose, except in connection with the evaluation, negotiation and consummation of the transactions contemplated by a Receiving Party without breach of this Agreement or any legalother Transaction Agreement, ethical performing their obligations hereunder or fiduciary obligation thereunder or enforcing their rights hereunder or thereunder (collectively, the “Permitted Purposes”), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any Confidential Information, except that each Party may disclose any Confidential Information (i) to its Affiliates, and its and its Affiliates’ respective directors, officers, employees, partners, professional advisors, investors and permitted transferees, in each case on a need-to-know basis only for any of the Permitted Purposes and where such Persons are under appropriate nondisclosure obligations; or (ii) which was already in possession prior to disclosure the extent required by applicable Laws. In the event that a Party or any of its Representatives, during the Interim Period and for a period of three years after the expiry of the Interim Period, becomes legally required to Receiving Party by the Disclosing disclose any Confidential Information of any other Party, (iii) becomes generally available such Party shall provide the disclosing Party to the public other than as a result of disclosure extent legally permitted with prompt written notice of such information by requirement so that the Receiving disclosing Party or a Representative thereof may seek, at the disclosing Party’s cost, a protective order or other remedy, and in breach any event, it shall furnish only that portion of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party Confidential Information which is legally required to be prohibited from disclosing provided and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such information by legal, contractual or fiduciary obligationConfidential Information. Notwithstanding the foregoing, the Receiving each Party may and its Representatives shall be permitted to disclose any and all Confidential Information to (i) membersthe extent required by the Federal Securities Laws, managers, directors, officers, employees the staff of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for SEC or the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents rules of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationNasdaq.

Confidentiality; Publicity. (a) The parties hereto Each party shall (the party disclosing Confidential Information (as defined belowand shall cause its Affiliates, agents and representatives to), for the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity term of this Agreement and for six (6) years after the expiration or the terms or conditions hereoftermination of this Agreement for any reason, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legalkeep confidential, ethical or fiduciary obligation (ii) which was already in possession prior not disclose to disclosure to Receiving Party by the Disclosing Partyothers, (iii) becomes generally available to use only for the public other than as a result of disclosure of such information by the Receiving Party in breach of purposes provided for or permitted under this section or Agreement, and (iv) becomes available use Best Efforts, and at least the same degree of care (but no less than a reasonable degree of care) as it uses to protect its own Confidential Information of like importance, to prevent unauthorized use, dissemination and disclosure of, all of the other party's and its Affiliates' Confidential Information, except as expressly provided for or permitted by this Agreement. All Confidential Information shall, as between the Parties and their Affiliates, remain the sole property of the disclosing party or the relevant Affiliate. The receiving party and its Affiliates, agents and representatives shall have no rights to the Receiving Party on a non-confidential basis Confidential Information of the disclosing party and its Affiliates, except as provided in this Agreement. Nothing in this Section 4.13 shall prevent disclosure or use of information which is or becomes public knowledge without the fault of the receiving party and its Affiliates, agents and representatives or information already known to, or proven by written evidence to have been independently derived by, the receiving party or its Affiliates or received from a source not known by third party having the Receiving Party right to be prohibited from disclosing such information by legal, contractual or fiduciary obligationconvey it. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to may be (i) members, managers, directors, officers, employees disclosed to a Governmental Authority and to others to the extent such disclosure may be required to be included in regulatory filings permitted under the terms of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such informationthis Agreement or required under Applicable Law; (ii) published by the receiving party, if and to accountants and counsel for the Receiving Party and extent such publication has been approved in writing by the disclosing party or its affiliates whose duties and responsibilities require knowledge of such informationAffiliates; or (iii) disclosed to the extent required by Applicable Law or as ordered by a court or other agents regulatory body having competent jurisdiction. In each of the Receiving Partyforegoing cases, financing partners or the receiving party will use its or their affiliates whose duties Best Efforts to limit the disclosure and responsibilities require knowledge maintain confidentiality of such information; (iv) as required by law, regulation or legal process or by Confidential Information to the maximum extent practicable and prior to making any governmental or regulatory authority; (v) in order such disclosure it shall use Best Efforts to comply consult with the lawful request or demands disclosing party regarding the scope of any regulatory authority with authority over protective order or other confidentiality protections that may be available to limit the Receiving Party extent of disclosure. Any disclosure of Confidential Information to any Affiliates, agents or representatives of the receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party party shall be limited to enforce rights and obligations under a "need to know" basis for purposes related to this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses ; provided that (i) – the receiving party shall be responsible and liable to the disclosing party for any breach of the terms of this Section 4.13 by any Affiliate, agent or representative, and (iiiii) above. Without limiting disclosure by the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect receiving party to any customer received by agent or representative shall be made pursuant to appropriate confidentiality agreements. The provisions of this Section 4.13 shall survive and shall remain in full force and effect for six (6) years after the Receiving Party from the Disclosing Partyexpiration or termination of this Agreement for any reason. For purposes of this Section 4.13, the Receiving Party ELA and ELA's Affiliates shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse be deemed an Affiliate of such informationAngellan.

Confidentiality; Publicity. (a) The parties hereto At all times before the Closing, except as otherwise permitted under the Confidentiality Agreement between Buyer and the Company, dated November 21, 2011 (the party disclosing Confidential Information (as defined below“NDA”), none of the “Disclosing Party”Company, and the any Company Subsidiary, any Shareholder or Buyer shall make any statements to any third party receiving Confidential Informationwith respect to this Agreement, the “Receiving Party”) agree that neither party shall disclose to any person or entity existence of this Agreement or the terms or conditions hereoftransactions contemplated hereby or, in the case of Buyer, disclose to any third party any of the Company’s, any information concerning otherCompany Subsidiary’s pricing, or any other non-public Shareholder’s confidential information (“Confidential Information”)without the prior written consent of the Company, or, in the case of the Company, any Company Subsidiary or any Shareholder, disclose to any third party any of Buyer’s confidential information without the prior written consent of Buyer; provided, however, that Confidential Information (notwithstanding the limitations regarding such disclosures under the NDA, the waiver of which with respect thereto being hereby provided by the Company) this provision shall not be deemed apply to include disclosures of publicly-available information or to disclosures by the Company, the Company Subsidiaries, the Shareholders or Buyer to their respective legal and financial advisors (including those providing valuation and fairness analysis) or in connection with seeking lender consents, or the Consents, consents to the transactions contemplated by this Agreement under non-Material Contracts, or waivers of the Terminable Rights, so long as the same are obligated to maintain the confidentiality of any nonpublic information so provided; provided, further, that (notwithstanding the limitations regarding such information disclosures under the NDA, the waiver of which with respect thereto being hereby provided by the Company) Buyer may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (iin which case Buyer will use reasonable efforts to consult with the Shareholder Representative prior to making the disclosure); and provided, further, that (notwithstanding the limitations regarding such disclosures under the NDA, the waiver of which with respect thereto being hereby provided by the Company) independently developed the Company will not unreasonably withhold or delay its consent to any press release proposed by a Receiving Party without breach of Buyer regarding this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationtransactions contemplated hereby.

Confidentiality; Publicity. (a) The parties hereto (In furtherance of the party disclosing Confidential Information (as defined belowconfidentiality restrictions set forth in Sections 4.2 and 9.1(d), prior to the “Disclosing Party”Closing and after any termination of this Agreement, as applicable, the Buyer Parties shall hold, and shall cause their respective Affiliates and its and their respective representatives to hold, in confidence, all confidential documents and information concerning Seller and the party receiving Confidential InformationTarget Group furnished to the Buyer Parties or their representatives in connection with this Agreement and the transactions contemplated hereby in the manner specified in the Confidentiality Agreement. Notwithstanding anything to the contrary in the Confidentiality Agreement or this Section 9.4, without the “Receiving Party”) agree that neither party prior written consent of the other Parties, no Party shall disclose issue any press release or make any announcement to any person or entity the general public pertaining to this Agreement or the terms transactions contemplated hereby or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach otherwise disclose the existence of this Agreement or and the transactions contemplated hereby and thereby to any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Third Party, except (iiia) becomes generally available as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement or make such disclosure shall use commercially reasonable efforts to consult in good faith with the other Party before issuing any such press releases or making any such announcements or disclosures to the public other than as a result general public, (b) in connection with the procurement of disclosure of such information by any necessary consents, approvals, payoff letters, the Receiving Buyer Parent Stockholder Approval, and financing in connection with this Agreement, and similar documentation and (c) that each Party in breach may disclose the terms of this section or (iv) becomes available Agreement to their respective current and prospective debt and equity investors, accountants, legal counsel and other representatives as necessary in connection with the Receiving Party on a non-confidential basis from a source not known by ordinary conduct of their respective businesses; provided that such persons agree to keep the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligationterms of this Agreement strictly confidential. Notwithstanding the foregoing, to the Receiving Party may disclose Confidential Information to (i) membersextent applicable, managers, directors, officers, employees of the Receiving each Party and its affiliates whose duties direct and responsibilities require knowledge of indirect equityholders and their respective Affiliates may disclose to their direct and indirect limited partners and members such information; (ii) information as is customarily provided to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing current or prospective limited partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure private equity funds or other misuse of such informationsimilar financial investment funds.

Confidentiality; Publicity. (a) The parties hereto (the Except as may be required by law or stock exchange rules or as otherwise expressly contemplated herein, no party disclosing Confidential Information (as defined below)or their respective Affiliates, the “Disclosing Party”employees, agents, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person third party the existence of this Agreement, the subject matter or entity this Agreement terms hereof or any Confidential Information concerning the business or affairs of any other Party that it may have acquired from such party in the course of pursuing the transactions contemplated hereby without the prior written consent of Tarrant Mexico or the terms or conditions hereofPurchasers, any information concerning other’s pricing, or any other non-public information (“Confidential Information”)as the case may be; provided, however, that any party may disclose any such Confidential Information shall not as follows: (a) to such party's affiliates and its or its affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable party will be deemed responsible; (b) to include comply with any applicable law or order or any governmental body or authority, provided that prior to making any such information disclosure the party making the disclosure notifies the other party in advance of providing such Confidential Information; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the party or its affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the party making such disclosure on a nonconfidential basis from a source other than a party or its affiliates, which source, to the disclosing party's knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual contractual, or fiduciary obligationobligation to the other party. Notwithstanding the foregoing, the Receiving Party Tarrant Mexico and its affiliates, including Parent, may disclose Confidential Information to (i) members, managers, directors, officers, employees make such public disclosure of the Receiving Party and its affiliates whose duties and responsibilities require knowledge existence of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, the principal economic terms hereof, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, status with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to achieving the Closing as it desires. Neither of the Purchasers or any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure of their Affiliates will issue any press release or other misuse of such informationpublic announcement related to this Agreement or the transactions contemplated hereby without Tarrant Mexico's prior written approval.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by applicable Law or stock exchange regulation or as otherwise expressly contemplated herein, the “Disclosing Party”no Party or their respective Affiliates, and the party receiving Confidential Informationemployees, the “Receiving Party”) agree that neither party agents, or representatives shall disclose to any person third party this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Company or Buyer, as the case may be; provided, however, that any Party may disclose any such Confidential Information as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, financial advisors, counsel, or accountants which shall not also be deemed subject to include the requirements of this Section 4.8; (b) to comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making - 33 - the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses commercially reasonable efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of the Party or its Affiliates making such disclosure; (d) to the extent that the same information is already known by the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information by without in any way relying on any Confidential Information; and (f) to the Receiving Party in breach of this section or (iv) extent that the same information becomes available to the Receiving Party making such disclosure on a non-confidential nonconfidential basis from a source other than a Party or its Affiliates, which source, to the knowledge of the disclosing Party, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligationobligation to the other Party. Notwithstanding the foregoing, the Receiving Party Buyer may also disclose any such Confidential Information to (i) membersthe extent it believes, managersafter consultation with legal counsel, directorsthat such disclosure is necessary or prudent as a company whose shares are publicly traded. If the Transactions are not consummated, officers, employees each Party will return or destroy as much of the Receiving Confidential Information concerning the other Party as the Parties that have provided such information may request. Whether or not the Closing takes place, the Stockholders waive, and its affiliates whose duties will upon Buyer’s request cause Seller and responsibilities require knowledge the Company to waive, any cause of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents Action arising out of the Receiving Party, financing partners access of Buyer or its representatives to any Confidential Information of the Stockholders. No press release or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation other public announcement related to this Agreement or legal process or the Transactions shall be issued by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Seller Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationwithout Buyer’s prior written approval.

Confidentiality; Publicity. (a) The parties hereto Blade hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Section 10.01, for a period of two (the party disclosing 2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Acquiror Confidential Information and not use for any purpose (as defined below), except in connection with the “Disclosing Party”, and consummation of the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity transactions contemplated by this Agreement or the terms Transaction Agreements, performing its obligations hereunder or conditions hereofthereunder, any information concerning other’s pricingenforcing its rights hereunder or thereunder, or in furtherance of its authorized duties on behalf of the Acquiror or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any other non-public information third party any of the Acquiror Confidential Information without the Acquiror’s prior written consent; and (“ii) in the event that Blade or any of its Representatives becomes legally compelled to disclose any Acquiror Confidential Information”, (A) provide the Acquiror, to the extent not prohibited by applicable Law, with prompt written notice of such requirement so that the Acquiror or its Affiliates, may seek, at Acquiror’s cost, a protective Governmental Order or other remedy or waive compliance with this Section 8.05(a), and (B) in the event that such protective Governmental Order or other remedy is not obtained, or the Acquiror waives compliance with this Section 8.05(a), furnish or disclose only that portion of such Acquiror Confidential Information which is legally required to be furnished or disclosed, in each case, as advised in writing by Blade’s (or such Representative’s, as applicable) outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Acquiror Confidential Information. In the event that this Agreement is terminated and the Transactions are not consummated, Blade shall, and shall cause its Representatives to, promptly deliver to the Acquiror or destroy (at Blade’s election) any and all copies (in whatever form or medium) of Acquiror Confidential Information, and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that Blade and its Representatives shall be entitled to keep any records required to be retained by applicable Law or pursuant to Blade’s bona fide record retention policies in existence as of the date hereof; and provided, further, that, notwithstanding the return or destruction of any Acquiror Confidential Information, all Acquiror Confidential Information shall not be deemed remain subject to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationSection 8.05.

Confidentiality; Publicity. 6.1 The Parties hereby agree that, except to enforce this Agreement or unless otherwise agreed to by the Parties in writing or as required by Law, the Parties, their Affiliates and their respective employees, officers, directors and other representatives shall not publish or otherwise disclose the contents of this Agreement, except that (a) The parties hereto each Party may disclose this Agreement (i) to its attorneys, advisors, consultants, agents, and representatives who are subject to obligations of confidentiality consistent with this Agreement and (ii) as otherwise required by Law, including reporting requirements to the party disclosing Confidential Information U.S. Securities and Exchange Commission or by the rules or regulations of any stock exchange to which the Parties are subject, and (as defined below), b) Eagle may communicate with the “Disclosing Party”FDA on a confidential basis concerning the approval of the Eagle Rapid NDA and any regulatory issues pertaining to the Eagle Rapid Product, and the party receiving Confidential Informationlicenses, the “Receiving Party”consents and waivers provided for herein, and (c) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party Cephalon may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners terms as may be necessary or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) useful in connection with any action proceeding relating to the Licensed Patents, Other Cephalon Patents or any bendamustine product. In the event that a Party is required by either the Disclosing Party Law or the Receiving rules of any securities exchange or automated quotation system to make any such disclosure under the foregoing clause (a)(ii), the Party making such disclosure shall (A) give reasonable advance notice to enforce rights and obligations under this Agreement. The Receiving the other Party assumes responsibility for compliance withof such disclosure requirement and, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting in each of the foregoing, with respect will use its reasonable efforts to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse secure confidential treatment of such informationinformation required to be disclosed; (B) cooperate with the other Party in an attempt to prevent or limit the disclosure, and (C) limit any disclosure to the specific purpose at issue, including consulting with the other Party concerning which terms of this Agreement will be requested to be redacted in any public disclosure of this Agreement, and in any event seek reasonable confidential treatment for any public disclosure by any such agency.

Confidentiality; Publicity. (a) The parties hereto (Notwithstanding anything to the party disclosing Confidential Information (as defined below)contrary in the Confidentiality Agreement or this Section 9.4, without the “Disclosing Party”prior written consent of the other Parties, and no Party shall issue any press release or make any announcement to the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose general public pertaining to any person or entity this Agreement or the transactions contemplated hereby or otherwise disclose the existence of this Agreement and the transactions contemplated hereby and thereby to any Third Party, except (a) each of Parent and the Company agrees to issue separately its own initial press release publicly announcing the execution and delivery of this Agreement, which press releases are to be reasonably agreed upon by Parent and the Company, provided that the Company’s press release shall disclose the intention of the Company, subject to the terms or and conditions hereofof this Agreement, any information concerning other’s pricingto consummate the Merger, which will constitute a “Change of Control” under the Company Indenture, (b) each Party or any of its respective Affiliates may issue public announcements or make other non-public disclosures regarding the Merger, this Agreement or the other transactions contemplated by this Agreement that consist solely of information previously disclosed in press releases or announcements previously approved by the other Party or made by either Party in compliance with this Section 9.4, (“Confidential Information”c) as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement or make such disclosure shall use commercially reasonable efforts to consult in good faith with the other Party before issuing any such press releases or making any such announcements or disclosures to the general public, (d) in connection with the procurement of any necessary consents, approvals, payoff letters, the Parent Stockholder Approval, and financing in connection with this Agreement, and similar documentation, (e) that each Party may disclose the terms of this Agreement to their respective current and, in the case of Parent, prospective debt and equity investors, accountants, legal counsel and other representatives as necessary in connection with the ordinary conduct of their respective businesses (including, for the avoidance of doubt, as required pursuant to the Company Indenture); providedprovided that such persons agree to keep the terms of this Agreement strictly confidential, however, that Confidential Information (f) Parent shall not be deemed to include required by any such information (i) independently developed by a Receiving Party without breach provision of this Agreement to consult with or obtain any legal, ethical approval from any other Party with respect to a public announcement or fiduciary obligation (ii) which was already press release issued in possession prior to disclosure to Receiving Party by connection with the Disclosing Party, (iii) becomes generally available to the public receipt and existence of an Alternate Proposal and matters related thereto or a Parent Adverse Recommendation Change made in accordance with this Agreement other than as a result set forth in Section 9.15, and (g) for the avoidance of disclosure of such information by doubt, nothing in this Section 9.4 shall prevent Parent or the Receiving Party Company from issuing any press release or making any public statement in breach of this section or (iv) becomes available the ordinary course that does not relate specifically to the Receiving Party on a non-confidential basis from a source not known Merger, this Agreement or the other transactions contemplated by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligationthis Agreement. Notwithstanding the foregoing, to the Receiving Party may disclose Confidential Information to (i) membersextent applicable, managers, directors, officers, employees of the Receiving each Party and its affiliates whose duties direct and responsibilities require knowledge indirect equity holders and their respective Affiliates may disclose to their direct and indirect limited partners and members such information as is customarily provided to current or prospective limited partners in private equity funds or other similar financial investment funds. For purposes of such information; (ii) this Section 9.4, prior to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving PartyClosing, financing partners consent by or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply consultation with the lawful request Company by Parent or demands any of any regulatory authority its Affiliates shall constitute consent by or consultation with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationUnitholder Representative.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates and the party receiving Confidential Information, the “Receiving Party”) agree that neither party Representatives shall disclose to any person or entity third party the existence of this Agreement or the subject matter or terms or conditions hereof, any information concerning other’s pricing, or any hereof without the prior consent of the other non-public information (“Confidential Information”)Party; provided, however, that (a) the each Party and its Affiliates shall be permitted to disclose such information to the extent required by applicable Laws, including as may be required under any applicable stock exchange rules (in which case the non-disclosing Party shall, to the extent permitted by Law, have the right to review such disclosure (other than any earnings or similar financial reports) prior to its issuance, distribution, or publication and consult with the disclosing Party with respect thereto, and the disclosing Party will reasonably consider, but have no obligation to accept, such comments), and (b) the Parties and their respective Affiliates shall be permitted to disclose and use such Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of in connection with enforcing their rights and fulfilling their obligations under this Agreement or any legalother agreement entered into in connection with this Agreement. No press release or public announcement related to this Agreement or the transactions contemplated herein, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure the Closing, any other announcement or communication to Receiving Party the employees, customers, or suppliers of the Companies and their respective Subsidiaries, shall be issued or made by the Disclosing Party, Buyer or the Seller without the approval of the other Party hereto unless required by Law (iiiin the reasonable opinion of counsel) becomes generally available to in which case the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by disclosing Party shall have the Receiving right to review such press release, announcement, or communication prior to its issuance, distribution, or publication and consult with the disclosing Party to be prohibited from with respect thereto and the disclosing Party will reasonably consider such information by legal, contractual or fiduciary obligationcomments. Notwithstanding the foregoing, following the Receiving Closing and without any further consent required, (i) nothing contained in this Agreement shall prohibit the Buyer and its Affiliates from providing general information about the subject matter of this Agreement in connection with their or their Affiliates’ fund raising, marketing, informational or reporting activities or obligations of the kind customarily provided with respect to investments of this kind or restrict the Buyer or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing, and (ii) any Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iia) to accountants its lenders and counsel direct and indirect owners such information about this Agreement and the transactions consummated hereunder as is customary for the Receiving Party transactions of this nature, and its affiliates whose duties and responsibilities require knowledge of such information; (iiib) to other agents of the Receiving Partypublic generally, financing partners or its or their affiliates whose duties via press release, web site disclosures, published “tombstones” and responsibilities require knowledge of such information; (iv) as required by lawthe like, regulation or legal process or by any governmental or regulatory authority; (v) solely that information which the Parties have jointly agreed in order writing to comply with make known to the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationpublic generally.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information” of a party means all information of that party (a “Discloser”); provided) disclosed to the other party (a “Recipient”) by or on behalf of the Discloser (or otherwise accessed by Recipient) during the term of the Agreement which is or should be reasonably understood by the Recipient to be confidential or proprietary to the Discloser, howeverincluding, that but not limited to, the material provisions of this Agreement, the Service, technical processes and formulas, source codes and other software, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data. Confidential Information shall does not be deemed to include any such information that: (i) was known to the Recipient before receipt from Discloser; (ii) is obtained by the Recipient from any third person not owing any confidentiality obligation to the Discloser; (iii) is or becomes generally known in the trade through no act or omission of the Recipient; or (iv) is independently developed by a Receiving Party without breach the Recipient or Recipient's employees who have not had direct or indirect access to Discloser's Confidential Information. Recipient will bear the burden of establishing any of these exclusions. Confidential Information of the Discloser will be used by the Recipient solely for the purposes permitted by this Agreement. During the term of the Agreement, and following three (3) years after its termination, ll Confidential Information will be received and held in confidence by the Recipient, subject to the provisions of this Agreement Agreement. Recipient acknowledges that it will not obtain any rights of any sort in or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than Discloser’s Confidential Information as a result of such disclosure and that any such rights must be the subject of such information by separate written agreement(s). Each party may only disclose the Receiving Party in breach existence and/or general nature, but not the specific financial terms, of this section Agreement without the prior consent of the other party. Nothing herein will prevent Recipient from disclosing all or (iv) becomes available part of the Discloser’s Confidential Information as necessary pursuant to the Receiving Party on lawful requirement of a non-confidential basis from a source not known governmental agency or when disclosure is required by the Receiving Party operation of law; provided that prior to be prohibited from disclosing any such information by legaldisclosure, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information Recipient will use reasonable efforts to (i) members, managers, directors, officers, employees of promptly notify the Receiving Party and its affiliates whose duties and responsibilities require knowledge Discloser in writing of such information; requirement to disclose, and (ii) cooperate fully with the Discloser in protecting against any such disclosure or obtaining a protective order. Recipient may comply with any such court order or other legal requirement, but any information so disclosed will continue to accountants be treated as Confidential Information hereunder. Money damages will not be an adequate remedy if this Section 7 is breached and, therefore, each party will, in addition to any other legal or equitable remedies, be entitled to seek an injunction or similar equitable relief against such breach or threatened breach without the necessity of posting any bond or surety. Wasabi may identify Partner on Xxxxxx’s website and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents in marketing materials as an authorized reseller of the Receiving Party, financing partners or its or their affiliates whose duties Wasabi Service. Partner also agrees to cooperate with Xxxxxx to issue subsequent joint customer announcements and responsibilities require knowledge in obtaining the permission of Customers to identify such information; (iv) Customers as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with users of the lawful request or demands Wasabi Service. Partner must obtain Xxxxxx’s prior written approval of any regulatory authority with authority over the Receiving Party receiving such request press releases or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party marketing materials prior to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationtheir release.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by law, the “Disclosing Party”rules of the NYSE or any exchange on which Wackenhut common stock is listed or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and the party receiving Confidential Information, the “Receiving Party”) agree that neither party representatives shall disclose to any person or entity third party the existence of this Agreement or the subject matter or terms hereof. Wackenhut shall keep confidential and shall not disclose any confidential or conditions hereofproprietary information furnished to it by the Companies or the Shareholders and shall exercise reasonable precautions to safeguard and protect the confidentiality and integrity of such information, any except that Wackenhut may make such disclosures to its advisors, representatives, officers, shareholders, employees and present and potential lenders who need to know the information concerning other’s pricing, or to effectuate the intent of this Agreement. Disclosure of such information will be permitted to any other non-public information third party where (“Confidential Information”); provideda) each of the Companies or the Shareholders consents to such disclosure, however, that Confidential Information shall not be deemed to include any (b) such information (i) independently developed by a Receiving Party without breach of this Agreement is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result or within the industry in which the Companies operate through no action of Wackenhut or its representatives, (c) such information is received by Wackenhut from an independent third party whose disclosure of such information did not constitute a breach by that third party of any duty of confidentiality owed to Companies or the Shareholders, (d) such disclosure shall be required by applicable law, the rules of the NYSE or any exchange on which the Wackenhut common stock is listed or in a judicial, governmental or administrative proceeding or (e) such disclosure is necessary to the enforcement of any rights of Wackenhut or the Wackenhut Subsidiaries hereunder. No press release or other public announcement related to this Agreement or the transactions contemplated hereby or the business of the Companies shall be issued by any party hereto without the prior approval of the other parties, except that Wackenhut may make such public disclosure which it believes in good faith to be required by law or by the Receiving Party terms of any listing agreement with or requirements of NYSE (in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply which case Wackenhut will consult with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving Companies prior to making such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationdisclosure).

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange or regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person Person the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Insurance Company or APSG Parent, as the case may be; provided, however, that any Party may disclose any such Confidential Information shall not as follows: (a) to such Party's Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be deemed responsible; (b) to include comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's Knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligationobligation to the other Party. Notwithstanding the foregoing, APSG Parent may make such public disclosure of the Receiving Party existence of this Agreement, the principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that APSG Parent will consult with the Insurance Company prior to releasing any such public disclosure so that the Insurance Company may disclose Confidential Information to (i) members, managers, directors, officers, notify the Insurance Company's employees of the Receiving Party and Transactions. Neither the Insurance Company nor any of its affiliates whose duties and responsibilities require knowledge of such information; (ii) Affiliates will issue any press release or other public announcement related to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party this Agreement or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationTransactions without APSG Parent's prior written approval.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person third party the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of CFS or UFEN, as the case may be; provided, however, that any Party may disclose any such Confidential Information shall not as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable Party will be deemed responsible; (b) to include comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligationobligation to the other Party. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. Notwithstanding the foregoing, the Receiving Party UFEN may disclose Confidential Information to (i) members, managers, directors, officers, employees make such public disclosure of the Receiving Party and its affiliates whose duties and responsibilities require knowledge existence of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, the principal economic terms thereof, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, status with respect to Confidential Information achieving the Closing as it desires; provided, that constitutes “personally identifiable information” (howsoever defined under applicable law) UFEN will consult with respect Greinke prior to releasing any customer received by such public disclosure so that Greinke may notify the Receiving employees of CFS of the Transactions. No Greinke Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or any of its Affiliates will issue any press release or other misuse of such informationpublic announcement related to this Agreement or the Transactions without UFEN’s prior written approval.

Confidentiality; Publicity. (a) The parties Each party hereto agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article XII, for a period of two (the party disclosing Confidential Information (as defined below)2) years after such termination, the “Disclosing Party”it shall, and the party receiving shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the “Receiving Party”) agree consummation of the Transactions, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the party to which the Confidential Information relates, provided however that neither each party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; and (ii) in the event that it or any person or entity of its respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the party to which the Confidential Information relates with prompt written notice of such requirement so that such party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 10.05(a), and (B) in the event that such protective order or other remedy is not obtained, or the terms or conditions hereofparty to which the Confidential Information relates waives compliance with this Section 10.05(a), any information concerning other’s pricing, furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XII, for a period of two (2) years after such termination, is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate. In the event that this Agreement is terminated and the Transactions are not consummated each party hereto shall, and shall cause their respective Representatives to, to the extent reasonably practicable, promptly deliver to each party in respect of which it holds any Confidential Information or destroy (at such party’s election) any and all copies (in whatever form or medium) of Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other non-public information (“Confidential Information”)writings related thereto or based thereon; provided, however, that the party holding the Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) respective Representatives shall be entitled to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as keep any records required by lawapplicable Law or bona fide record retention policies; and provided, regulation or legal process or by further, that any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect is not returned or destroyed shall remain subject to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationconfidentiality obligations set forth in this Agreement.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as otherwise required by law, regulation law or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request requirements of a Government Authority (including without limitation in order for Purchaser to obtain any licenses, permits or demands of authorizations required to be obtained by it in order to proceed to Closing), each party shall keep confidential and shall not disclose to any regulatory authority with authority over the Receiving Party receiving such request or demand; or third party (vi) in connection with any action by either the Disclosing Party or the Receiving Party other than to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance withits officers, directors, managers, and any breach ofemployees having a need to know such information, or to its attorneys, accountants, investors and lenders) the existence, status or terms of this section Agreement and the Transactions. Except as otherwise required by any person law, press releases concerning the Transactions shall be made only with the prior agreement of Seller and Purchaser, and no such press releases or entity with whom other publicity shall state the Receiving Party shares Confidential Information pursuant to clauses amount of the Purchase Price. Notwithstanding the foregoing, (i) – the parties acknowledge that Seller has disclosure obligations pursuant to federal securities laws which may require Seller to make certain disclosures regarding the Transactions, and Seller shall be permitted to make such disclosures to the extent required or prudent pursuant to federal securities laws, as determined in its sole discretion (and Purchaser shall no longer be bound by any further obligation pursuant to this Section 11.4 with respect to any information that Seller has so disclosed), (ii) Purchaser shall be permitted to make such disclosure of the transactions contemplated hereby (other than the Purchase Price) as may be required in order to obtain the execution and delivery of the Landlord’s Consent or the Customer Contract Assignments or to hire the Transferred Employees and obtain their execution of employee estoppel agreements in the form prescribed by Purchaser, and (iii) abovenothing in this Section 11.4 shall limit the disclosures that a party may make in any action to enforce its rights hereunder or under the Seller’s or the Purchaser’s Ancillary Documents (as applicable). Without limiting the generality of the foregoing, with respect Seller agrees at all times to maintain the confidentiality of the MCTM Confidential Information and to cause its officers, directors, employees and agents to do likewise, and not to use the MCTM Confidential Information for any purpose after the Closing (and Seller acknowledges that constitutes “personally identifiable information” the exception stated in clause (howsoever defined under applicable lawi) with respect of the preceding statement shall not apply to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationobligation).

Confidentiality; Publicity. (a) The parties Each party hereto agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article XIII, for a period of two (the party disclosing Confidential Information (as defined below)2) years after such termination, the “Disclosing Party”it shall, and the party receiving shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the “Receiving Party”) agree that neither party shall disclose consummation of the Transactions, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any person or entity this Agreement or third party any of the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”)Information without the prior written consent of the party to which the Confidential Information relates; provided, however, that Confidential Information each party shall not be deemed permitted to include disclose any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) membersits Affiliates and its and their respective employees, managers, officers and directors, officerscurrent or prospective partners, employees co-investors, financing sources (including any potential providers of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of Financing), transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such informationinformation as such disclosing party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XIII, for a period of two (2) years after such termination, becomes legally compelled to accountants and counsel for disclose any Confidential Information, (A) provide to the Receiving Party and its affiliates whose duties and responsibilities require knowledge extent legally permitted the party to which the Confidential Information relates with prompt written notice of such informationrequirement so that such party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 11.06(a), and (B) in the event that such protective order or other remedy is not obtained, or the party to which the Confidential Information relates waives compliance with this Section 11.06(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with ARTICLE XIII, for a period of two (2) years after such termination, is required or requested to other agents of the Receiving Partydisclose any Confidential Information to Governmental Authorities, financing partners or its or their affiliates whose duties and responsibilities require knowledge furnish only that portion of such informationConfidential Information which it deems appropriate. In the event that this Agreement is terminated and the Transactions are not consummated each party hereto shall, and shall cause their respective Representatives to, to the extent reasonably practicable, promptly deliver to each party in respect of which it holds any Confidential Information or destroy (at such party’s election) any and all copies (in whatever form or medium) of Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; (iv) as provided, however, that the party holding the Confidential Information and its respective Representatives shall be entitled to keep any records required by lawapplicable Law or bona fide record retention policies; and provided, regulation or legal process or by further, that any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect is not returned or destroyed shall remain subject to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationconfidentiality obligations set forth in this Agreement.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange or regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person Person the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Company or Parent, as the case may be; provided, however, that any Party may disclose any such Confidential Information shall not as follows: (a) to such Party's Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be deemed responsible; (b) to include comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's Knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual contractual, or fiduciary obligationobligation to the other Party. Notwithstanding Upon the foregoingexecution of this Agreement, Parent may make such public disclosure of the existence of this Agreement, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance withprincipal economic terms thereof, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, status with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to achieving the Closing as it desires. Neither the Company nor any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure of its Affiliates will issue any press release or other misuse of such informationpublic announcement related to this Agreement or the Transactions without Parent's prior written approval.

Confidentiality; Publicity. (a) The parties hereto acknowledge and agree that all information received by Purchaser or Seller pursuant to this Agreement shall, except to the extent otherwise provided herein, be governed by the terms and provisions of that certain Principal Confidentiality Agreement dated May 9, 2018 prepared by Named Broker and executed by Purchaser (the “Confidentiality Agreement”). The Parties ratify, approve and agree to be bound by all of the terms and provisions of the Confidentiality Agreement, provided, however, that notwithstanding the terms of the Confidentiality Agreement, Purchaser may disclose information to its agents and to potential third party disclosing Confidential Information (buyers of any of the Properties and their lenders, as defined below), the “Disclosing Party”described in, and subject to the limitations set forth in, Section 7.4. All publicity relating to this Agreement and the sale of the Properties hereunder shall be released subject to the terms of the confidentiality provisions of this Agreement and the Confidentiality Agreement and only after prior consultation with the other party. The parties agree not to disclose publicly (except as required by law, including any applicable securities law or other legal disclosure obligations of such party receiving Confidential Informationor any consolidated group of which it is a part, or as may be required by debt instruments and/or financing or credit agreements by which the “Receiving Party”parties are bound) any financial information in connection with the sale of the Properties hereunder. The parties agree that neither (i) either party shall may disclose to any person or entity this Agreement or and the terms and conditions to the extent required by law, including any applicable securities law or conditions hereof, other legal disclosure obligations of such party or any information concerning other’s pricingconsolidated group of which it is a part, or any other non-public information as may be required by debt instruments and/or financing or credit agreements by which the parties are bound, and (“Confidential Information”)ii) to the extent that both Seller and Purchaser are required to disclose this Agreement as required by law, Seller and Purchaser shall mutually agree on the timeframe for such disclosure; provided, however, that Confidential Information such disclosure must occur no later than four (4) Business Days after the Effective Date. Notwithstanding anything to the contrary contained in this Agreement and/or the Confidentiality Agreement (including any provision of the Confidentiality Agreement providing that the same shall not be deemed to include any such information (i) independently developed by terminate upon the parties execution of a Receiving Party without breach purchase and sale agreement or similar agreement regarding the acquisition of the Assets), the provisions of this Article 19 and of the Confidentiality Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach shall survive termination of this section or Agreement, but not the Closing (iv) becomes available to except that the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) Confidentiality Agreement shall survive with respect to any customer received Properties that are not acquired by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationPurchaser hereunder).

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below)existence and terms of this Agreement, the “Disclosing Party”Term Sheet and of the discussions between the parties as to the Proposed Transaction are to remain confidential, and the party receiving Confidential Informationexcept as disclosure of its contents is required by applicable law, the “Receiving Party”) agree that neither party shall disclose to any person regulatory authority or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”)stock exchange listing agreement; provided, however, that Confidential Information the Term Sheet shall not be deemed disclosed to include the public in any event. In the event a party hereto or any of its representatives is required by applicable law, regulatory authority or stock exchange listing agreement to disclose any of such information, such party will (a) promptly notify the other party prior to any such information disclosure, (ib) independently developed by reasonably accept the other party’s revisions to the proposed disclosure and (c) cooperate with the other party in any attempt it may make to obtain a Receiving Party without breach protective order or other appropriate assurance that confidential treatment will be afforded the applicable information. Each party agrees that it will treat the existence and terms of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior and of such discussions with the same care as it would take to disclosure to Receiving Party by preserve the Disclosing Party, (iii) becomes generally available confidentiality of its own confidential information. Prior to the public other than as a result execution of disclosure of such information by definitive agreements among the Receiving Party in breach parties regarding the Proposed Transaction, neither party will make any announcement to the public, to third parties, or to its respective employees Confidential treatment has been requested for portions of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing exhibit and such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply portions have been filed separately with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this AgreementCommission. The Receiving Party assumes responsibility copy filed herewith omits the information for compliance which confidential treatment has been requested and replaces it with [***]. concerning the Proposed Transaction without prior consultation with, and any breach the approval of, the other party, which may be withheld in its discretion. This Section 5 will not preclude any of the parties hereto from complying with legal or regulatory requirements applicable to it. If any party believes that it is subject to such a requirement, it will give the other parties prompt prior notice thereof prior to disclosing the information in question. The provisions of this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoingSection 5 are in addition to, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Partyand not in lieu of, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized accessprovisions of the Confidentiality Agreement, use, modification, disclosure or any other misuse of such informationconfidentiality agreement among the parties.

Confidentiality; Publicity. (a) The parties hereto (acknowledge that they have and will receive information from or regarding the party disclosing Confidential Information other parties or any of their respective Subsidiaries in the nature of trade secrets or that otherwise is confidential information or proprietary information (as further defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); , the release of which would be damaging to such other party. Each party hereto shall hold in strict confidence any Confidential Information in such party’s possession, and each such party shall not disclose such Confidential Information to any Person (including any Affiliates) other than another party hereto or a Representative of such party with a need to know such Confidential Information in connection with the Transactions or the Asset Acquisition, or otherwise use such Confidential Information for any purpose other than to evaluate, analyze, and keep apprised of the Assets or the other parties’ and their respective Subsidiaries’ businesses and assets and, except for disclosures (i) to comply with any Laws (including applicable stock exchange or quotation system requirements), provided, howeverthat a party hereto must notify the other parties hereto promptly of any disclosure of Confidential Information which is required by Law, that and any such disclosure of Confidential Information shall not be deemed to include the minimum extent required by Law, (ii) of information that a party hereto has also received from a source independent of the other parties hereto and that such party reasonably believes such source obtained without breach of any such information obligation of confidentiality to the other parties hereto, (iiii) that have been or become independently developed by a Receiving Party party hereto or its Affiliates or on their behalf without breach using any of this Agreement the Confidential Information of the other parties hereto, or any legal, ethical (iv) that are or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes become generally available to the public (other than as a result of a prohibited disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners party hereto or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this AgreementRepresentatives). The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes term “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such information.

Confidentiality; Publicity. (a) The parties hereto Except as expressly contemplated by this Agreement or any Related Document, as necessary to obtain Approvals to the consummation of the transactions contemplated by this Agreement or any Related Document or as otherwise consented to in writing by the non-disclosing party prior to such disclosure, each party shall hold, and shall cause its officers, directors, employees, representatives, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, in strict confidence and not to disclose to any other Person (including, with respect to the party disclosing Confidential Information (Sellers, Persons not Affiliated with any Seller as defined belowof the date hereof), all written and oral information furnished to the “Disclosing Party”other party or any of its officers, directors, employees, representatives, agents and advisors, whenever furnished and regardless of the manner furnished, together with analyses, compilations, studies or other documents or records prepared by the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public such information (“Confidential Information”collectively, "CONFIDENTIAL INFORMATION"); provided, however, except that Confidential Information shall not be deemed to include any such information which (i) independently developed by a Receiving Party without breach of this Agreement is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of directly or indirectly by the party receiving such information or any of its officers, directors, employees, representatives, agents and advisors, (ii) was independently acquired or developed by the Receiving Party in breach party receiving such information without violating any of this section its obligations hereunder or (iviii) becomes available to the Receiving Party receiving party on a non-confidential nonconfidential basis from a source Person (other than the disclosing party or its officers, directors, employees, representatives, agents or advisors) who, to the receiving party's actual knowledge after due inquiry, is not known and was not bound by a confidentiality agreement with the Receiving Party to be disclosing party or otherwise prohibited from disclosing such transmitting the information by legalto the receiving party; provided, contractual however, that the foregoing clauses (i) - (iii) shall not apply in any way to restrict or fiduciary obligationlimit, and are entirely subject to, the agreements contained in Section 10.11. Notwithstanding the foregoing, a party may make such disclosure necessary to avoid committing a violation of Law (including specifically the Receiving Party may disclose Confidential Information Securities Act of 1933, as amended, or the Exchange Act) or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such party's securities are listed or trade; provided, that, in such event, the disclosing party shall use its reasonable best efforts to (i) membersgive advance notice to the other 69 77 party of any potential disclosure, managers, directors, officers, employees to consult with the non-disclosing party as to the scope of the Receiving Party required disclosure and its affiliates whose duties and responsibilities require knowledge of such information; to limit (iito the maximum extent possible) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents scope of the Receiving Partydisclosure. After the Closing, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by the Purchaser shall be free to disclose any governmental or regulatory authority; (v) in order information relating to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party Businesses or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom Purchased Assets in the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationPurchaser's sole discretion.

Confidentiality; Publicity. Prior to the Closing Date, no press release or any public disclosure, either written or oral, of this Agreement, the transactions contemplated by this Agreement or negotiations related thereto shall be made by Seller, Purchaser, the Company or any of their respective Representatives without the express prior written consent of Purchaser, the Company and Seller, except to the extent any such Party determines, after consultation with outside legal counsel, such release or public disclosure is required by any applicable Law or any listing agreement with, or rule or regulation of, any securities exchange or association on which the securities of Seller or Purchaser, as applicable, are listed, in which case the Party proposing to issue such press release or make such public disclosure shall consult with the other Party about, and, to the extent permitted by applicable Law, allow the other Party reasonable time (ataking into account the circumstances) The parties hereto to comment on, such release or public disclosure in advance of such issuance, and the Party required to make the release or public disclosure will consider such comments in good faith. Unless consented to by Seller and Purchaser, as applicable, in advance or as required by Law (in which case the party disclosing Confidential Information (as defined belowParty required to make such disclosure will consult with the other Party a reasonable time prior to making such disclosure and will consider in good faith any comments made by the other Party to such disclosure), the “Disclosing Party”, Parties shall keep this Agreement strictly confidential and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose may not make any disclosure of this Agreement to any person or entity individual other than to their Affiliates. If a Party or its Affiliates, based on the advice of their counsel, determines that this Agreement or any of the other Transaction Documents must be publicly filed with a Governmental Authority, then such Party or its applicable Affiliate, prior to making such filing, shall provide the other Parties and their respective counsel with a redacted version of this Agreement or the terms applicable Transaction Document that it intends to file, and will consider in good faith any comments provided by such Party or conditions hereof, any information concerning other’s pricing, its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those provisions specified by such Party or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party redaction and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationconfidentiality.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (Except as defined below)may be required by Law, the “Disclosing Party”stock exchange or regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall representatives will disclose to any person Person the existence of this Agreement, the subject matter or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, hereof or any Confidential Information concerning the business or affairs of any other non-public information (“Confidential Information”)Party that it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Insurance Company or APSG Parent, as the case may be; provided, however, that any Party may disclose any such Confidential Information shall not as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, the actions for which the applicable Party will be deemed responsible; (b) to include comply with any applicable Law or Order, provided that prior to making any such information disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (ic) independently developed by a Receiving Party without breach of this Agreement to the extent that the Confidential Information is or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result through no fault of disclosure of the Party or its Affiliates making such information by the Receiving Party in breach of this section or disclosure; (ivd) becomes available to the Receiving Party extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (f) to the extent that the same information becomes available to the Party making such disclosure on a nonconfidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party’s Knowledge, is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual Contractual, or fiduciary obligationobligation to the other Party. Notwithstanding the foregoing, APSG Parent may make such public disclosure of the Receiving Party existence of this Agreement, the principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that APSG Parent will consult with the Insurance Company prior to releasing any such public disclosure so that the Insurance Company may disclose Confidential Information to (i) members, managers, directors, officers, notify the Insurance Company’s employees of the Receiving Party and Transactions. Neither the Insurance Company nor any of its affiliates whose duties and responsibilities require knowledge of such information; (ii) Affiliates will issue any press release or other public announcement related to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party this Agreement or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationTransactions without APSG Parent’s prior written approval.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, Each Party shall keep confidential and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall not disclose to any person Person without prior written consent of the other Party (the “Provider”) the existence or entity content of this Agreement or the terms or conditions hereofAgreement, any all confidential information concerning other’s pricing(irrespective of written, oral or any other non-public information form) received prior to, on or after the date hereof by such Party or its representatives and Affiliates (the “Recipient”) from the Provider in relation to this Agreement and the transaction contemplated hereby (the “Confidential Information”); provided, however, that the Recipient may disclose, on a need-to-know basis, Confidential Information to its representatives and Affiliates. The Recipient shall not be deemed to include liable for any such information (i) independently developed breach by a Receiving Party without breach its representatives and Affiliates of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligationits confidentiality obligations contained herein. Notwithstanding the foregoing, in the Receiving Party event that the Recipient or any of its representatives or Affiliates is requested pursuant to, or required by, applicable Law or legal process (including rules of any national securities exchange) to disclose any Confidential Information, the Recipient shall notify the Provider promptly so that the Provider may disclose seek a protective order or other appropriate remedy or, in the Provider’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that the Provider waives compliance with the terms of this Agreement, the Recipient shall furnish only that portion of the Confidential Information which the Recipient is advised by counsel is required and will exercise all reasonable efforts as are practicable to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything to the contrary, however, Seller unconditionally shall be permitted to file with the U.S. Securities and Exchange Commission any information regarding this Agreement or the proposed transaction that they deem advisable in their sole discretion. Notwithstanding anything to the contrary, however, Buyer unconditionally shall be permitted to file with the Superintendencia de Valores y Seguros and Chilean stock exchanges any information regarding this Agreement or the proposed transaction that it deems advisable or required by law in its sole discretion. The obligations under this Section 6.4(a) shall survive until the earlier of (i) members, managers, directors, officers, employees the first anniversary of the Receiving Party and its affiliates whose duties and responsibilities require knowledge date of such information; termination of this Agreement, or (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents first anniversary of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such informationClosing Date.

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose Any information concerning Seller disclosed to any person Buyer or entity this Agreement its Affiliates or the terms their representatives or conditions hereof, any information concerning other’s pricingBuyer or its Affiliates disclosed to Seller, or any other non-public information which has not been publicly disclosed (collectively, “Confidential Information”), shall be kept strictly confidential by the Parties and shall not be disclosed or used by the recipients whether or not any Closing occurs and until publicly disclosed by the Party to which such Confidential Information relates; provided, however, that the foregoing provision shall not prohibit disclosures by either Party of Confidential Information shall not be deemed to include any such information that (i) independently developed was in the possession of a Party prior to the date hereof, provided that such Confidential Information is not known by such Party to be subject to a Receiving Party without breach of this Agreement or any legalconfidentiality agreement, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) is or becomes generally available to the public other than as a result of a disclosure of such information by the Receiving a Party in breach violation of this section Section 7.5, or (iviii) becomes available a Party is required to disclose by Law, including in connection with a Proceeding or in connection with the Receiving payment of Taxes. Each Party on a non-confidential basis from a source not known by hereto hereby agrees that no public announcements concerning the Receiving Party to terms of this Agreement or the Documents or concerning the Transactions shall be prohibited from disclosing such information by legal, contractual or fiduciary obligationmade without the mutual consent of the Parties. Notwithstanding the foregoing, Buyer shall be entitled to issue a press release announcing the Receiving Party may disclose execution of this Agreement and the Transactions contemplated hereunder. The Parties hereby acknowledge and agree that disclosure of any Confidential Information to (i) members, managers, directors, officers, employees in violation of this Section 7.5 or breach of any of the Receiving Party restrictions, restraints and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations limitations imposed upon them under this AgreementSection 7.5, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing PartyAccordingly, the Receiving Party shall take all steps reasonably necessary to protect Parties may seek and obtain injunctive relief against unauthorized access, use, modification, disclosure the breach or other misuse threatened breach of such informationthis Section 7.5 in accordance with Section 9.11.

Confidentiality; Publicity. (a) 8.1.1 The parties hereto (terms of the party disclosing Confidentiality Agreement are hereby incorporated in this Agreement as though fully set forth herein and shall apply to any information provided to Sellers or Purchasers pursuant to this Agreement. As used in this Section 8.1, the term “Confidential Information” shall have the meaning assigned to such term in the Confidentiality Agreement. Upon the Closing Date, the Confidentiality Agreement shall expire and be of no further force and effect with respect to all Confidential Information (as defined below)relating to the Product, the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement Purchased Assets or the terms Assumed Liabilities; provided, however, such expiration of the Confidentiality Agreement shall in no way prejudice or conditions hereof, any information concerning other’s pricingadversely affect Sellers’ or Purchasers’ ability to seek damages, or any other non-public remedy available to Sellers or Purchasers, as appropriate, with respect to a violation by such Party (or its Affiliates or Representatives) of the Confidentiality Agreement prior to or after the Closing Date. Upon and after the Closing Date, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms with respect to all other Confidential Information that does not relate to the Product, the Purchased Assets or the Assumed Liabilities. 8.1.2 From and after the Closing Date, all Confidential Information exclusively concerning the Product, the Purchased Assets and the Assumed Liabilities (the “PurchasersProprietary Information”) shall be used by Sellers and its Affiliates solely as required to perform its obligations, exercise or enforce its rights under this Agreement (or any Other Agreement), or comply with applicable Law, and for no other purpose. Sellers shall not disclose, or permit the disclosure of, any of the Purchasers Proprietary Information to any Person except those Persons to whom such disclosure is necessary to permit Sellers to perform its obligations, exercise or enforce its rights under this Agreement (or any Other Agreement), or comply with applicable Law. Sellers shall treat, and will cause its Affiliates and the directors, officers, employees, agents, representatives and advisors of Sellers or any of their Affiliates to treat, the Purchasers Proprietary Information as confidential, using the same degree of care as Sellers normally employs to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. 8.1.3 All Confidential Information obtained by Purchasers (or its Affiliates or representatives) from Sellers (or its Affiliates or representatives) other than the Purchasers Proprietary Information (the “Sellers Proprietary Information”) shall be used by Purchasers solely as required to perform its obligations, exercise or enforce its rights under this Agreement (or any Other Agreement), or comply with applicable Law, and for no other purpose. Purchasers shall not disclose, or permit the disclosure of, any of the Sellers Proprietary Information to any Person except those Persons to whom such disclosure is necessary to permit Purchasers to perform its obligations, exercise or enforce its rights under this Agreement (or any Other Agreement), or comply with applicable Law. Purchasers shall treat, and will cause its Affiliates and the directors, officers, employees, agents, representatives and advisors of Purchasers or any of their Affiliates to treat, the Sellers Proprietary Information as confidential, using the same degree of care as Purchasers normally employs to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. 8.1.4 Purchasers acknowledge and agree that Sellers (and its Affiliates) may together retain one (1) or more copies of all or part of the documentation (including written or electronic records, files, manuals, filings, etc.), including any Purchasers Proprietary Information contained therein, that it delivers to Purchasers as part of the Purchased Assets, in accordance with the provisions of and solely for the purposes set forth in this Section 8.1. 8.1.5 In the event either Party is requested pursuant to, or required by, applicable Law to disclose any of the other Party’s Confidential Information (including Sellers Proprietary Information or Purchasers Proprietary Information, as applicable), it will notify the other Party in a timely manner so that such Party may seek a protective order or other appropriate remedy or, in such Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement. Each Party will cooperate in all reasonable respects, in connection with any reasonable actions to be taken for the foregoing purpose. In any event, the Party requested or required to disclose such Confidential Information may furnish it as requested or required pursuant to applicable Law (subject to any such protective order or other appropriate remedy) without liability hereunder, provided that such Party furnishes only that portion of the Confidential Information which such Party is advised by a reasoned opinion of its counsel is legally required, and such Party exercises reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information”). 8.1.6 The Parties shall jointly agree upon the necessity and content of any press release in connection with the Transactions. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that Confidential Information shall not notwithstanding any contrary term contained in the Confidentiality Agreement, (a) any disclosure that is required by Law as advised by the disclosing Party’s counsel may be deemed to include made without the prior written consent of the other Party, (b) any Party may issue a press release or public announcement if the contents of such information (i) independently developed by press release or public announcement have previously been made public other than through a Receiving Party without breach of this Agreement or by the issuing Party, without the prior written consent of the other Party, and (c) Purchasers may make public disclosures in any legalscientific publication, ethical or fiduciary obligation marketing materials, press release other public announcement in the ordinary course of its business if the contents of such publication relate primarily to the Product itself and not the terms of this Agreement. Other than the disclosures contemplated in clauses (iia) which was already in possession prior through (c) of the previous sentence, to the extent practicable, the disclosing Party shall give at least three (3) Business Days advance notice of any such legally required disclosure to Receiving Party by the Disclosing other Party, (iii) becomes generally available and such other Party may provide any comments on the proposed disclosure during such period and if not practicable, such lesser practicable period, if any. Notwithstanding any contrary term contained in the Confidentiality Agreement, to the public extent that either Party determines that it or the other than as Party is required to file or register this Agreement, a result of disclosure of such information by the Receiving Party in breach of this section summary thereof or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order notification thereof to comply with the lawful request requirements of an applicable stock exchange, New York Stock Exchange, or demands NASDAQ regulation or any applicable Governmental Authority, including without limitation the SEC, such Party shall use Commercially Reasonable Efforts to give at least two (2) Business Days advance written notice of any regulatory authority such required disclosure to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with authority over respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith. 8.1.7 Notwithstanding anything to the Receiving Party receiving such request contrary contained herein or demand; or (vi) in the Confidentiality Agreement, Sellers acknowledge and agree that, to the extent Sellers are authorized to permit the disclosure of the Confidential Information, Purchasers may, subject to the execution and delivery of confidentiality agreements reasonably acceptable to Sellers, disclose to any potential investors proposing to purchase securities used to finance the transactions contemplated hereby and any existing lenders of Purchasers whose consent is required in connection with any action by either the Disclosing Party transactions contemplated hereby or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance withsuch financing, and any breach ofsuch Confidential Information, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoingincluding, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Partywithout limitation, the Receiving Party shall take all steps terms and conditions hereof and of the Other Agreements, as is reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of requested in connection with such information.financing decision. 8.2

Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below)existence and terms of this Agreement, the “Disclosing Party”Term Sheet and of the discussions between the parties as to the Proposed Transaction are to remain confidential, and the party receiving Confidential Informationexcept as disclosure of its contents is required by applicable law, the “Receiving Party”) agree that neither party shall disclose to any person regulatory authority or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”)stock exchange listing agreement; provided, however, that Confidential Information the Term Sheet shall not be deemed disclosed to include the public in any event. In the event a party hereto or any of its representatives is required by applicable law, regulatory authority or stock exchange listing agreement to disclose any of such information, such party will (a) promptly notify the other party prior to any such information disclosure, (ib) independently developed by reasonably accept the other party’s revisions to the proposed disclosure and (c) cooperate with the other party in any attempt it may make to obtain a Receiving Party without breach protective order or other appropriate assurance that confidential treatment will be afforded the applicable information. Each party agrees that it will treat the existence and terms of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior and of such discussions with the same care as it would take to disclosure to Receiving Party by preserve the Disclosing Party, (iii) becomes generally available confidentiality of its own confidential information. Prior to the public other than as a result execution of disclosure of such information by definitive agreements among the Receiving Party in breach of this section or (iv) becomes available parties regarding the Proposed Transaction, neither party will make any announcement to the Receiving Party on a non-confidential basis from a source not known by public, to third parties, or to its respective employees concerning the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance Proposed Transaction without prior consultation with, and any breach the approval of, the other party, which may be withheld in its discretion. This Section 5 will not preclude any of the parties hereto from complying with legal or regulatory requirements applicable to it. If any party believes that it is subject to such a requirement, it will give the other parties prompt prior notice thereof prior to disclosing the information in question. The provisions of this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoingSection 5 are in addition to, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Partyand not in lieu of, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized accessprovisions of the Confidentiality Agreement, use, modification, disclosure or any other misuse of such informationconfidentiality agreement among the parties.

Confidentiality; Publicity. (a) The parties hereto (Each of the party disclosing Confidential Information (as defined below), the “Disclosing Party”, Crow Family Entities and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information -------------------------- Patriot OP agrees (i) independently developed by a Receiving Party without breach of not to record this Agreement or in any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party real estate registry and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants maintain in confidence through the Closing, all confidential material and information received from any other party hereof or otherwise, regarding the Properties, Patriot OP, BMOC or their Affiliates, or any Crow Family Entity, all of which shall be deemed "Evaluation Material" as such term is defined in those letter agreements dated January 27, 1997 between Patriot and Wyndham ("Confidentiality Agreements"). In the event this Agreement is terminated, each party hereof shall either destroy or return to the applicable Person all copies of documents delivered to such party by such Person. Each Crow Family Entity and Patriot OP further agree that nothing in this Section 6.10 shall prevent any of them from disclosing or accessing any information otherwise deemed confidential under this Section 6.10 to any of their respective agents, employees, counsel for and other third parties to the Receiving Party extent reasonably necessary to perform due diligence and its affiliates whose duties complete the transactions contemplated hereby. Notwithstanding anything to the contrary contained herein, (i) Patriot OP shall have the right, subject to the consent of each Crow Family Entity with respect to the Property it owns (which consent shall not be unreasonably withheld), to determine the form, timing and responsibilities require knowledge substance of, and to issue, all publicity concerning, the transactions contemplated by this Agreement, (ii) nothing in this Section 6.10 shall be construed in a manner that is inconsistent with the provisions of such information; the Confidentiality Agreements and (iii) to other agents of the Receiving Party, financing partners nothing in this Section 6.10 shall prevent another party hereof from disclosing or its or their affiliates whose duties and responsibilities require knowledge of such information; accessing any information otherwise deemed confidential under this Section 6.10 either (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (viA) in connection with any action by either the Disclosing Party such other party's enforcement of its rights hereunder or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information (B) pursuant to clauses (i) – (iii) above. Without limiting the foregoingany stock exchange regulations or legal requirement, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to including, without limitation, any customer received by the Receiving Party from the Disclosing Partysecurities laws, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure any reporting requirement or other misuse of such informationany accounting or auditing standard.