Common use of Disclosure of Material Information Clause in Contracts

Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person or entity acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information without such Purchaser’s consent. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Purchaser: (i) such Purchaser does not have any obligation of confidentiality with respect to any information that the Company provides to such Purchaser; and (ii) such Purchaser shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure.

Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person On or entity acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information without such Purchaser’s consent. The Company understands and confirms that each Purchaser shall be relying before 8:30 a.m., New York City time, on the foregoing covenant and agreement in effecting transactions in securities fourth Business Day following the earlier of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Purchaser: (i) such Purchaser does not have any obligation of confidentiality with respect to any information that date the Company provides to such Purchaser; Confirmation Order is entered and (ii) such Purchaser shall not be deemed to be in breach of any duty to the Termination Date, the Company and/or to have misappropriated any nonshall disclose publicly (including by filing a Current Report on Form 8-public information of the CompanyK, if such Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession is permitted to make such filing), if the Company has not previously so disclosed such information, a summary of such information, which constitutes material non-public information. In the event of a breach of the foregoing covenant nonpublic information provided by the Company, any Subsidiaryof its Subsidiaries or any of their respective officers or directors, or, to the Company’s knowledge, any of their respective employees or its agents, to any of the Consenting Noteholders as is necessary (as reasonably determined by the Company) to permit any person in possession of such information to offer and sell (without contravening applicable law) any securities issued under the Plan, which summary with respect to the Company’s business plan as prepared by the Company’s financial advisor CRG Partners shall include a summary of the Company’s consolidated projections for all of the Company’s business units and not a summary of the information on a business unit basis. Immediately after the filing of such current report on Form 8-K, the Company hereby releases any and all obligations, if any, imposed on the Consenting Noteholders pursuant to Section 1(b) and the proviso in the second to last sentence of Section 5 of those certain confidentiality agreements entered into between the Company and such Consenting Noteholders. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, in addition to not to, provide any other remedy provided herein or in the Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such Consenting Noteholder with any material, nonpublic information without regarding the prior approval by the Company, its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability Subsidiaries from and after the public disclosure pursuant to this section 12 without the Company, its Subsidiaries, or any express written consent of its or their respective officers, directors, employees, shareholders or agents for any such disclosureConsenting Noteholder.

Disclosure of Material Information. The Company covenants Company, SetJet and agrees the Subsidiaries covenant and agree that neither it nor any other person or entity acting on its or their behalf has provided or, from and after the filing of the Disclosure Time, will provide any Purchaser the Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated by this Agreement), unless prior thereto such Subscriber shall have executed a specific written agreement regarding the confidentiality and use of such information. To the extent that the Company, SetJet any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to a Subscriber without such PurchaserSubscriber’s consent, the Company and SetJet hereby covenants and agrees that such Subscriber shall not have any duty of confidentiality to the Company, SetJet any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agents, including, without limitation, the Placement Agent, or a duty to the Company, SetJet any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Subscriber shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing covenant and agreement covenants in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Purchaser: (i) such Purchaser does not have any obligation of confidentiality with respect to any information that . At the Company provides to such Purchaser; and (ii) such Purchaser shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information time of the Company, if such Purchaser engages in transactions of securities filing of the CompanyPress Release, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while no Subscriber shall be in possession of such material non-public information. In the event of a breach of the foregoing covenant by any material, nonpublic information received from the Company, any Subsidiary, or of its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, subsidiaries or any of its or their respective officers, directors, employees or agents, that is not disclosed in the Press Release. No Purchaser The Company shall have not disclose the identity of the Subscriber in any liability to filing with the Company, its Subsidiaries, or any Commission except as required by the rules and regulations of its or their respective officers, directors, employees, shareholders or agents for any such disclosurethe Commission thereunder.

Disclosure of Material Information. The Except with respect to information that may be provided during the Disclosure Period or information disclosed to any Purchaser who is also an officer, director or employee of the Company, the Company covenants and agrees that neither it nor any other person or entity acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of and specifically identifying such information without such Purchaser’s consentas material and non-public. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant and agreement representations in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Purchaser: (i) such Purchaser does not have any obligation of confidentiality with respect to any information that the Company provides to such Purchaser; and (ii) such Purchaser shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of the foregoing covenant by the Company, or any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall notify the Purchasers immediately upon learning of such breach and thereafter publicly disclose any material, non-public information in a Form 8-K within one business day of the date that it discloses such information to any Purchaser. In the event that the Company discloses any material, non-public information to a Purchaser in violation of this Section 3.10 and fails to publicly file a Form 8-K in accordance with the above, a Purchaser shall have the right right, upon providing the Company with 48 hours prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosuredisclosure in connection with which such Purchaser has complied with this Section 3.10 and the Company has failed to act as required under this Section 3.10.

Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person On or entity acting before 8:30 a.m., New York City time on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information without such Purchaser’s consent. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant and agreement in effecting transactions in securities earlier of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Purchaser: (i) such Purchaser does not have any obligation of confidentiality with respect to any information that the Company provides to such Purchaser; and 4th Business Day following the Termination Date, or (ii) such Purchaser shall not be deemed to be in breach of any duty the Business Day prior to the Rights Offering Commencement Date (as defined in the Plan), the Company and/or to have misappropriated any nonshall disclose publicly (including by filing a Current Report on Form 8-public information of the CompanyK, if such Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession is permitted to make such filing), if the Company has not previously so publicly disclosed such information, a summary of such information, which constitutes material non-public information. In the event of a breach of the foregoing covenant nonpublic information provided by the Company, any Subsidiaryof its Subsidiaries or any of their respective officers or directors, or, to the Company’s knowledge, any of their respective employees or its agents, to the Equity Committee and any of the Noteholders as is necessary (as reasonably determined by the Company) to permit any Noteholder and any Equity Holder who are in possession of such information to offer and sell (without contravening applicable law) any securities issued under the Plan, which summary with respect to the Company’s business plan as prepared by the Company’s financial advisor CRG Partners shall include a summary of the Company’s consolidated projections for all of the Company’s business units and not a summary of the information on a business unit basis. Immediately after the filing of such current report on Form 8-K, the Company hereby releases (a) the Noteholders from any and all obligations, if any, imposed on the Noteholders pursuant to Section 1(b) and the proviso in the second to last sentence of Section 5 of those certain confidentiality agreements entered into between the Company and such Noteholders and (b) the Equity Holders from any and all obligations, if any, imposed on such holders pursuant to that certain confidentiality agreement entered into between the Company and the Equity Committee. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, in addition to not to, provide any other remedy provided herein Noteholders or in the Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such Equity Committee with any material, nonpublic information without regarding the prior approval by the Company, its Subsidiaries, Company or any of its Subsidiaries from and after the public disclosure pursuant to this section 9 without the express written consent of such Noteholder or their respective officersEquity Committee, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosureas applicable.