Common use of Disclosure and Confidentiality Clause in Contracts

Disclosure and Confidentiality. Each of the Investor and the Observer shall, and shall cause its representatives to, keep confidential any materials or information regarding the Company that has been communicated pursuant to the terms of this Agreement (including any materials or information provided at or in connection with any Board meetings) or any other Transaction Document, unless (a) such materials or information is or becomes generally available to the public other than as a result of disclosure by the Company or its Affiliates or their respective representatives in breach of this Section 3.2; (b) such materials or information was within the possession of or actually known to the Investor or its representatives on a non-confidential basis prior to its disclosure to the Investor or its representatives by the Company or its Affiliates or their respective representatives pursuant to this Agreement or any other Transaction Document; (c) such materials or information becomes available to the Investor or its representatives other than pursuant to this Agreement or any other Transaction Document, and other than as a result of a breach of a legal, contractual or fiduciary obligation owed by such source to the Company of which the Investor or the Observer knows, or should reasonably be expected to know, at the time of such disclosure; or (d) the Investor or the Observer or their respective representatives, as the case may be, become compelled by law or direction of a Governmental Body having jurisdiction over the Investor or the Observer or their representatives, as the case may be, to disclose any such materials or information; provided, however, that (i) the Investor or the Observer or their respective representatives, as the case may be, will provide the Company, prior to such disclosure, to the extent practicable without prejudicing the legal rights, privileges or legal obligations of the Investor, Observer or their respective representatives, as the case may be, and as otherwise permitted by law, with reasonably prompt written notice so that the Company may seek a protective order or appropriate remedy; (ii) the Investor, the Observer and their respective representatives, as the case may be, shall cooperate with the Company’s reasonable requests, at the Company’s expense, so that the Company may obtain such protective order; and (iii) in the event that a protective order or other remedy is not obtained, the Investor, the Observer and their respective representatives, as the case may be, will furnish only the portion of the materials or information that is legally required to be disclosed. The Investor will be responsible for any breach of this paragraph by it, the Observer or any of their respective Affiliates or their respective directors, officers, employees or other representatives.

Disclosure and Confidentiality. Each (a) The parties agree to hold the terms and conditions of this Agreement, and all other agreements contemplated herein, in strict confidence and not to make any disclosure with respect thereto, publicly or privately, other than as jointly agreed by the parties. If a party is required to make any such disclosure by applicable law or stock exchange rules or regulations, it must first provide to the other party the content of the Investor proposed disclosure, the reasons that such disclosure is required by law or stock exchange rules or regulations, and the Observer shalltime and place that the disclosure will be made; provided that the other party shall have the right to review and comment on such proposed disclosure statement prior to its release. (b) Except as reasonably necessary in connection with Purchaser's efforts to obtain the financing needed to accomplish the transactions contemplated by this Agreement, or to the extent required by law, Purchaser shall not disclose or use, and it shall cause its directors, employees, accountants and other agents and representatives toand other person or organization who is considering providing financing to the Purchaser in connection with this Agreement and their respective employees, keep confidential agents, counsel, accountants and advisors (collectively, the "REPRESENTATIVES"), not to disclose or use any materials information with respect to Sellers, the Division, or information regarding the Company that has been communicated its business or assets furnished, or to be furnished by Sellers to Purchaser or any Representative of Purchaser in connection herewith or otherwise obtained by Purchaser or any Representative of Purchaser pursuant to the terms of this Agreement (including collectively, ("CONFIDENTIAL INFORMATION"), at any materials time or information provided at or in any manner other than in connection with its evaluation of the completion of the transactions contemplated by this Agreement; provided that Purchaser may disclose Confidential Information to a person or organization which is considering providing financing to Purchaser in connection with this Agreement after such person or organization has entered into a confidentiality agreement with Sellers on substantially the same terms as the confidentiality agreement dated March 28, 1996 between ASI and Equitable Securities, financial advisor to Purchaser; and further provided that the obligation of Purchaser under this SECTION 10.2(B) shall not apply to any Board meetingsinformation which Purchaser can demonstrate (i) or any other Transaction Document, unless (a) such materials or information is or becomes generally available to or known by the public other than as a result of improper disclosure by the Company Purchaser or its Affiliates or their respective representatives in breach of this Section 3.2; (b) such materials or information was within the possession of or actually known to the Investor or its representatives on a non-confidential basis prior to its disclosure to the Investor or its representatives by the Company or its Affiliates or their respective representatives pursuant to this Agreement or any other Transaction Document; (c) such materials or information becomes available to the Investor or its representatives other than pursuant to this Agreement or any other Transaction Document, and other than as a result of a breach of a legal, contractual or fiduciary obligation owed by such source to the Company of which the Investor or the Observer knows, or should reasonably be expected to know, at the time of such disclosure; or (d) the Investor or the Observer or their respective representatives, as the case may be, become compelled by law or direction of a Governmental Body having jurisdiction over the Investor or the Observer or their representatives, as the case may be, to disclose any such materials or information; provided, however, that (i) the Investor or the Observer or their respective representatives, as the case may be, will provide the Company, prior to such disclosure, to the extent practicable without prejudicing the legal rights, privileges or legal obligations of the Investor, Observer or their respective representatives, as the case may be, and as otherwise permitted by law, with reasonably prompt written notice so that the Company may seek a protective order or appropriate remedy; (ii) the Investoris obtained by Purchaser from a source other than Seller, the Observer and their respective representatives, as the case may be, shall cooperate with the Company’s reasonable requests, at the Company’s expense, so provided that the Company may obtain source was not bound by a duty of confidentiality to Seller or another party with respect to such protective order; information. If this Agreement is terminated pursuant to its terms, Purchaser shall promptly return to Sellers and (iii) shall insure that each of its Representatives returns to Sellers, any Confidential Information in its or their possession. In the event that a protective order or other remedy is not obtained, of any inconsistency between the Investor, the Observer and their respective representatives, as the case may be, will furnish only the portion of the materials or information that is legally required to be disclosed. The Investor will be responsible for any breach provisions of this paragraph by itand the terms of the confidentiality agreements between Sellers, on the one hand, and Purchaser, Equitable Securities or other Representatives, on the other hand, the Observer or any terms of their respective Affiliates or their respective directors, officers, employees or other representativessuch confidentiality agreements shall prevail.

Disclosure and Confidentiality. Each (a) The parties agree to hold the terms and conditions of this Agreement and all other agreements contemplated herein, in strict confidence and not to make any disclosure with respect thereto, publicly or privately, other than as jointly agreed by the parties. If a party is required to make any such disclosure by applicable law or stock exchange rules or regulations, it must first provide to the other party the content of the Investor proposed disclosure, the reasons that such disclosure is required by law or stock exchange rules or regulations, and the Observer shalltime and place that the disclosure will be made; provided that the other party shall have the right to review and comment on such proposed disclosure statement prior to its release. (b) Except as reasonably necessary in connection with Purchaser's efforts to obtain the financing needed to accomplish the transactions contemplated by this Agreement, or to the extent required by law, Purchaser shall not disclose or use, and it shall cause its directors, employees, accountants and other agents and representatives toand other person or organization who is considering providing financing to the Purchaser in connection with this Agreement and their respective employees, keep confidential agents, counsel, accountants and advisors (collectively, the "Representatives"), not to disclose or use any materials information with respect to Sellers, the Division, or information regarding the Company that has been communicated its business or assets furnished, or to be furnished by Sellers to Purchaser or any Representative of Purchaser in connection herewith or otherwise obtained by Purchaser or any Representative of Purchaser pursuant to the terms of this Agreement (including collectively, ("Confidential Information"), at any materials time or information provided at or in any manner other than in connection with its evaluation of the completion of the transactions contemplated by this Agreement; provided that Purchaser may disclose Confidential Information to a person or organization which is considering providing financing to Purchaser in connection with this Agreement after such person or organization has entered into a confidentiality agreement with Sellers on substantially the same terms as the confidentiality agreement dated March 28, 1996 between ASI and Equitable Securities, financial advisor to Purchaser; and further provided that the obligation of Purchaser under this Section 10.2(b) shall not apply to any Board meetingsinformation which Purchaser can demonstrate (i) or any other Transaction Document, unless (a) such materials or information is or becomes generally available to or known by the public other than as a result of improper disclosure by the Company Purchaser or its Affiliates or their respective representatives in breach of this Section 3.2; (b) such materials or information was within the possession of or actually known to the Investor or its representatives on a non-confidential basis prior to its disclosure to the Investor or its representatives by the Company or its Affiliates or their respective representatives pursuant to this Agreement or any other Transaction Document; (c) such materials or information becomes available to the Investor or its representatives other than pursuant to this Agreement or any other Transaction Document, and other than as a result of a breach of a legal, contractual or fiduciary obligation owed by such source to the Company of which the Investor or the Observer knows, or should reasonably be expected to know, at the time of such disclosure; or (d) the Investor or the Observer or their respective representatives, as the case may be, become compelled by law or direction of a Governmental Body having jurisdiction over the Investor or the Observer or their representatives, as the case may be, to disclose any such materials or information; provided, however, that (i) the Investor or the Observer or their respective representatives, as the case may be, will provide the Company, prior to such disclosure, to the extent practicable without prejudicing the legal rights, privileges or legal obligations of the Investor, Observer or their respective representatives, as the case may be, and as otherwise permitted by law, with reasonably prompt written notice so that the Company may seek a protective order or appropriate remedy; (ii) the Investoris obtained by Purchaser from a source other than Seller, the Observer and their respective representatives, as the case may be, shall cooperate with the Company’s reasonable requests, at the Company’s expense, so provided that the Company may obtain source was not bound by a duty of confidentiality to Seller or another party with respect to such protective order; information. If this Agreement is terminated pursuant to its terms, Purchaser shall promptly return to Sellers and (iii) shall insure that each of its Representatives returns to Sellers, any Confidential Information in its or their possession. In the event that a protective order or other remedy is not obtained, of any inconsistency between the Investor, the Observer and their respective representatives, as the case may be, will furnish only the portion of the materials or information that is legally required to be disclosed. The Investor will be responsible for any breach provisions of this paragraph by itand the terms of the confidentiality agreements between Sellers, on the one hand, and Purchaser, Equitable Securities or other Representatives, on the other hand, the Observer or any terms of their respective Affiliates or their respective directors, officers, employees or other representativessuch confidentiality agreements shall prevail.

Disclosure and Confidentiality. Each The Parties and Azavar agree to maintain the negotiations, calculations, and terms of this Settlement Agreement in confidence. In making any disclosure permitted in this Paragraph, the Parties and Azavar agree that they will limit the content of all disclosures and make only such disclosures as are necessary to comply with such permitted disclosures: a. to the Parties’ attorneys, accountants, appraisers, agents, and other persons for the purpose of providing accounting or tax advice or services to one of the Investor Parties; b. by counsel to the Municipality, as necessary to provide privileged and confidential legal advice to any other municipality that has issued an NTL to ComEd, provided that such municipalities agree to treat such information as confidential; c. as deemed necessary by ComEd, in response to inquiries made regarding this Settlement Agreement by other municipalities that have issued a NTL to ComEd, provided that Parties agree to treat the information provided by ComEd as confidential; d. in response to a lawful subpoena, court order or written request from a state or federal government official provided that prior notice, is given to the non- disclosing Party or Parties; e. as deemed necessary by ComEd to any regulatory body with jurisdiction over it, including but not limited to, the Illinois Commerce Commission; f. to the extent necessary to comply with state or federal laws or regulations, including, but not limited to, to the Freedom of Information Act (“FOIA”) and the Observer shall, and shall cause its representatives to, keep confidential any materials or information regarding Open Meetings Act (“OMA”); g. to the Company that has been communicated pursuant extent necessary to enforce the terms of this Settlement Agreement (including any materials or information provided at or in connection with any Board meetings) other legal dispute involving only Parties to this Settlement Agreement and/or Azavar. Moreover, acknowledging that the Municipality is a public body subject to FOIA requests and the OMA, and may be subject by law to other public-disclosure requirements, it is therefore agreed that, if there is a legally required public disclosure on or before December 31, 2025 of any of the terms of this Settlement Agreement pursuant to FOIA, the Open Meetings Act, or any other Transaction Documentsimilar public disclosure-requirement, unless the Municipality shall notify ComEd by electronic mail at least two (a2) business days prior to such materials or information is or becomes generally available disclosure of any of the terms of this Settlement Agreement pursuant to such legal requirements. The Municipality shall provide such electronic mail communication to the following e- mail address: • xxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. Except for the permitted disclosures referenced above, the Parties and Azavar further agree not to initiate any publicity or make any public other than as a result of disclosure by the Company statement or its Affiliates comment regarding or their respective representatives in breach of this Section 3.2; (b) such materials or information was within the possession of or actually known related to the Investor NTL or its representatives on a non-confidential basis prior to its disclosure to the Investor or its representatives by the Company or its Affiliates or their respective representatives pursuant to this Settlement Agreement or any other Transaction Document; (c) such materials or information becomes available to the Investor or its representatives other than pursuant to this Agreement or any other Transaction Document, and other than except as a result of a breach of a legal, contractual or fiduciary obligation owed by such source to the Company of which the Investor or the Observer knows, or should reasonably be expected to know, at the time of such disclosure; or (d) the Investor or the Observer or their respective representatives, as the case may be, become compelled required by law or direction as set forth above in this Paragraph. If media requests are received or questions raised regarding the NTL or this Settlement Agreement, Azavar shall decline to comment and the Parties shall provide only the following response, without elaboration: “The Parties decided to settle this matter. Further comment regarding the settlement is prohibited by the Parties’ Settlement Agreement, except as required by law.” The Parties and Azavar acknowledge and agree that damages that will result to ComEd if the Municipality or Azavar violates the provisions set forth in this Paragraph shall be extremely difficult or impossible to establish or prove, and agree that the amount of a Governmental Body having jurisdiction over one thousand dollars and zero cents ($1,000.00) shall constitute liquidated damages for any such violation by the Investor Municipality or ComEd and five thousand dollars and zero cents ($5,000.00) shall constitute liquidated damages for any such violation by Azavar. ComEd and the Municipality agree that such liquidated damages shall be in lieu of all other claims that ComEd or the Observer or their representatives, as the case Municipality may be, to disclose make by reason of any such materials or information; provided, however, that (i) the Investor or the Observer or their respective representatives, as the case may be, will provide the Company, prior to such disclosure, to the extent practicable without prejudicing the legal rights, privileges or legal obligations of the Investor, Observer or their respective representatives, as the case may be, and as otherwise permitted by law, with reasonably prompt written notice so that the Company may seek a protective order or appropriate remedy; (ii) the Investor, the Observer and their respective representatives, as the case may be, shall cooperate with the Company’s reasonable requests, at the Company’s expense, so that the Company may obtain such protective order; and (iii) in the event that a protective order or other remedy is not obtained, the Investor, the Observer and their respective representatives, as the case may be, will furnish only the portion of the materials or information that is legally required to be disclosed. The Investor will be responsible for any breach of this paragraph by it, the Observer or any of their respective Affiliates or their respective directors, officers, employees or other representativesviolation.

Disclosure and Confidentiality. Each The Parties and Azavar agree to maintain the negotiations, calculations, and terms of this Settlement Agreement in confidence to the fullest extent permitted by law. In making any disclosure pursuant to this Paragraph, the Parties and Azavar agree that they will limit the content of all disclosures and make only such disclosures as are necessary to comply with such permitted disclosures: a. to the Parties’ attorneys, accountants, appraisers, agents, and other persons for the purpose of providing accounting or tax advice or services to one of the Investor Parties; b. by counsel to the Municipality, as necessary to provide privileged and confidential legal advice to any other municipality that has issued an NTL to ComEd, provided that such municipalities agree to treat such information as confidential; c. as deemed necessary by ComEd, in response to inquiries made regarding this Settlement Agreement by other municipalities that have issued a NTL to ComEd, provided that Parties agree to treat the information provided by ComEd as confidential; d. in response to a lawful subpoena, court order or written request from a state or federal government official provided that prior notice, is given to the non- disclosing Party or Parties; e. as deemed necessary by ComEd to any regulatory body with jurisdiction over it, including but not limited to, the Illinois Commerce Commission; f. to the extent necessary to comply with state or federal laws or regulations, including, but not limited to, to the Freedom of Information Act (“FOIA”) and the Observer shall, and shall cause its representatives to, keep confidential any materials or information regarding Open Meetings Act (“OMA”); g. to the Company that has been communicated pursuant extent necessary to enforce the terms of this Settlement Agreement (including any materials or information provided at or in connection with any Board meetings) other legal dispute involving only Parties to this Settlement Agreement and/or Azavar. Moreover, acknowledging that the Municipality is a public body subject to FOIA requests and the OMA, and may be subject by law to other public-disclosure requirements, it is therefore agreed that, if there is a legally required public disclosure on or before December 31, 2025 of any of the terms of this Settlement Agreement pursuant to FOIA, the Open Meetings Act, or any other Transaction Documentsimilar public disclosure-requirement, unless the Municipality shall notify ComEd by electronic mail at least two (a2) business days prior to such materials or information is or becomes generally available to disclosure of any of the public other than as a result of disclosure by the Company or its Affiliates or their respective representatives in breach terms of this Section 3.2; (b) Settlement Agreement pursuant to such materials or information was within legal requirements. Notwithstanding the possession of or actually known foregoing, the Municipality shall not be required to the Investor or its representatives on a non-confidential basis prior to its disclosure to the Investor or its representatives by the Company or its Affiliates or their respective representatives provide notice pursuant to this paragraph related to the consideration or approval of the Settlement Agreement by the corporate authorities of the Municipality or the publication of related documents including, but not limited to, meeting minutes and agendas. The Municipality shall provide such electronic mail communication to the following e- mail address: • xxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. ComEd acknowledges that, notwithstanding the notice requirement set forth above, the Municipality retains full discretion as to the manner with which it will comply with FOIA, OMA, and any other Transaction Document; (c) such materials public disclosure law or information becomes available regulation. Except for the permitted disclosures referenced above, the Parties and Azavar further agree not to initiate any publicity or make any public statement or comment regarding or related to the Investor NTL or its representatives other than pursuant to this Settlement Agreement or any other Transaction Document, and other than except as a result of a breach of a legal, contractual or fiduciary obligation owed by such source to the Company of which the Investor or the Observer knows, or should reasonably be expected to know, at the time of such disclosure; or (d) the Investor or the Observer or their respective representatives, as the case may be, become compelled required by law or direction as set forth above in this Paragraph. If media requests are received or questions raised regarding the NTL or this Settlement Agreement, Azavar shall decline to comment and the Parties shall provide only the following response, without elaboration: “The Parties decided to settle this matter. Further comment regarding the settlement is prohibited by the Parties’ Settlement Agreement, except as required by law.” The Parties and Azavar acknowledge and agree that damages that will result to ComEd if the Municipality or Azavar violates the provisions set forth in this Paragraph shall be extremely difficult or impossible to establish or prove, and agree that the amount of a Governmental Body having jurisdiction over one thousand dollars and zero cents ($1,000.00) shall constitute liquidated damages for any such violation by the Investor Municipality or ComEd and five thousand dollars and zero cents ($5,000.00) shall constitute liquidated damages for any such violation by Azavar. ComEd and the Municipality agree that such liquidated damages shall be in lieu of all other claims that ComEd or the Observer or their representatives, as the case Municipality may be, to disclose make by reason of any such materials or information; provided, however, that (i) the Investor or the Observer or their respective representatives, as the case may be, will provide the Company, prior to such disclosure, to the extent practicable without prejudicing the legal rights, privileges or legal obligations of the Investor, Observer or their respective representatives, as the case may be, and as otherwise permitted by law, with reasonably prompt written notice so that the Company may seek a protective order or appropriate remedy; (ii) the Investor, the Observer and their respective representatives, as the case may be, shall cooperate with the Company’s reasonable requests, at the Company’s expense, so that the Company may obtain such protective order; and (iii) in the event that a protective order or other remedy is not obtained, the Investor, the Observer and their respective representatives, as the case may be, will furnish only the portion of the materials or information that is legally required to be disclosed. The Investor will be responsible for any breach of this paragraph by it, the Observer or any of their respective Affiliates or their respective directors, officers, employees or other representativesviolation.