Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. Except as may be required by law, court order or as otherwise permitted or expressly contemplated hereby, no party hereto or their respective affiliates, employees, agents and representatives shall disclose to any third party the subject matter or terms of this Agreement without the prior consent of the other party hereto. Subsequent to the Closing Date, the parties shall in good faith cooperate to prepare a press release or public announcement with respect to the transactions contemplated by this Agreement. Other than the foregoing, no press release or other public announcement related to this Agreement or the transactions contemplated hereby will be issued by either party without the prior approval of the other party, except that either party may make such public disclosure which it believes in good faith to be required by law (in which case such party will consult with the other party hereto prior to making such disclosure). Notwithstanding anything herein to the contrary, either party to this Agreement (and any employee, representative, or other agent of either party to this Agreement) may disclose to any and all persons the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, that the foregoing shall not permit disclosure of information in violation of federal or state securities laws or disclosure of the identity of the parties hereto.

Confidentiality; Publicity. Except as may be required by law, court order or as otherwise permitted or expressly contemplated hereby, no party hereto or their respective affiliates, employees, agents and representatives shall disclose (a) Acquiror acknowledges that the information being provided to any third party the subject matter or terms of it in connection with this Agreement without and the prior consent consummation of the other party hereto. Subsequent to the Closing Date, the parties shall in good faith cooperate to prepare a press release or public announcement with respect to the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by this Agreement. Other than reference. (b) None of Acquiror, the foregoing, no press release Company or other any of their respective Affiliates shall make any public announcement related to or issue any public communication regarding this Agreement or the transactions contemplated hereby will be issued by either party hereby, or any matter related to the foregoing, without first obtaining the prior approval consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, except that either party may make such public disclosure which it believes in good faith prior to be required by law (in which case such party will consult with announcement or issuance and allow the other party hereto prior a reasonable opportunity to making such disclosurecomment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith). Notwithstanding ; provided, however, that, notwithstanding anything herein contained in this Agreement to the contrary, either each party to and its Affiliates may make announcements and may provide information regarding this Agreement (and any employee, representative, or other agent of either party to this Agreement) may disclose to any and all persons the tax treatment and tax structure of the transactions contemplated by this Agreement hereby to its and all materials their Affiliates, and its and their respective investors, directors, officers, employees, managers and advisors without the consent of any kind (including opinions or other tax analyses) that are party hereto; and provided further that, subject to it relating to such tax treatment Section 6.02 and tax structure; providedthis Section 8.04, that the foregoing shall not permit disclosure prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of information in violation of federal or state securities laws or disclosure of the identity of the parties heretoseeking any third party consent.

Confidentiality; Publicity. Except as may be required by law, court order or as otherwise permitted or expressly (a) Buyer acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby, no party hereto or their respective affiliates, employees, agents and representatives shall disclose hereby is subject to any third party the subject matter or terms of this a Confidentiality Agreement, dated December 4, 2013, between Sun Edison, LLC and Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement without shall terminate with respect to information relating solely to the prior consent Acquired Companies; provided, that Buyer acknowledges that any and all other information provided to it by Seller, any Affiliate of Seller or Seller’s Representatives shall remain subject to the terms and conditions of the other party hereto. Subsequent to Confidentiality Agreement after the Closing Date. (b) Prior to the Closing, the parties except if such announcement or other communication is required by applicable Law or legal process (including rules of any national securities exchange), no Party nor any of their respective Affiliates shall in good faith cooperate to prepare a press release or make any public announcement with respect to the transactions contemplated by this Agreement. Other than the foregoing, no press release or other issue any public announcement related to communication regarding this Agreement or the transactions contemplated hereby will be issued by either party hereby, or any matter related to the foregoing, without the prior approval first providing advance notice of the other party, except that either party may make such announcement or public disclosure which it believes in good faith to be required by law (in which case such party will consult communication and consulting with the other party hereto prior to making such disclosure)Party. Notwithstanding anything herein to Furthermore, the contrary, Parties shall cooperate and coordinate regarding the issuance of any press release by either party to Party regarding this Agreement (or the transactions contemplated hereby. From and any employeeafter the Closing, representative, or other agent of either party to this Agreement) each Party and its Affiliates may publicly disclose to any and all persons the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions on earnings calls, “investor days” or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, that the foregoing shall not permit disclosure of information in violation of federal or state securities laws or disclosure of the identity of the parties heretootherwise.