Common use of Information Sharing and Roles Clause in Contracts

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI), (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party. The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by HoldcoHoldco and shall not, a Party and shall direct its Representatives not to, whether by their action or an Affiliate of a Partyomission, breach such arrangements or obligations, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI)the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (de) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for informationdefinitive documentation, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each the other Party and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.016. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from ). Notwithstanding the foregoing, no Party is required to make available to the other Party any third party. The Parties agree and confirm that none of the Parties shall provide their internal investment committee materials or analyses or any information in breach which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of any of its obligations or fiduciary duties to the Targetconfidentiality.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (sources, if requested by JNKI)any, (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and his/its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party). The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its or his obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (sources, if requested by JNKI)any, (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party). The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its or his obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (sources, if requested by JNKI)any, (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party). The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its or his obligations or fiduciary duties to the Target.

Information Sharing and Roles. (a) Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI), (ci) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (dii) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (eiii) providing timely responses to requests by another Party for information, (fiv) applying the level of resources and expertise that such Party reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement, and (gv) consulting conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction and in coordination with each other and otherwise cooperating in good faith to mutually agree upon all public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01other. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A MA of the Exchange Act). (b) from any third party. The Parties shall work together in good faith to agree and confirm that none of the Parties shall provide any information on necessary public statements about their intentions in breach of any of its obligations or fiduciary duties relation to the Target. The issuance of any such public statement shall be subject to Section 7.01.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI)the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (df) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentationdefinitive documentation, (eg) providing timely responses to reasonable requests by another Party for information, (fh) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (gi) consulting with each other Party and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.016. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party. The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its obligations or fiduciary duties to the Target).

Information Sharing and Roles. (a) Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI), (ci) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (dii) providing each other other, Holdco, BVI I or Holdco Parent with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any the other Party and its Affiliates for inclusion in the Documentation, (eiii) providing timely responses to requests by another Party for information, (fiv) applying the level of resources and expertise that such Party reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement, and (gv) consulting conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction and in coordination with each other and otherwise cooperating in good faith to mutually agree upon all public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01other. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A MA of the Exchange Act). (b) from any third party. The Parties shall work together in good faith to agree and confirm that none of the Parties shall provide any information on necessary public statements about their intentions in breach of any of its obligations or fiduciary duties relation to the Target. The issuance of any such public statement shall be subject to Section 7.01. (c) Notwithstanding Section 2.02(a) and except as may otherwise be required by Applicable Laws (including in connection with any Documentation required to be filed with or submitted to any governmental agency), no Party is required to make available to the other Parties any information which it considers to be commercially sensitive information, or which it otherwise held subject to an obligation of confidentiality.

Information Sharing and Roles. Each Party shall cooperate in good faith with the other Parties in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other reasonable requirements entered into by under any arrangements or obligations of Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with potential debt financing sources (if the Special Committee and its advisors to the extent reasonably requested by JNKI)another Party, (c) sharing all information executing and complying with any confidentiality agreements reasonably necessary to evaluate required by the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection consulting with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other Parties and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the TargetTarget Group, any issuance of which shall be subject to Section 7.016.1. Unless the Founder Parties and the Sponsor Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from regarding the Target Group. Notwithstanding the foregoing, (x) no Party shall be required to make available to the other Parties any third party. The Parties agree of its internal materials or analysis or any information which it considers commercially sensitive; and confirm that none (y) the obligations of the Parties under this Section 2.1 shall provide be subject to (i) any information limitations or other requirements that may be imposed by the Special Committee, (ii) the terms and conditions set forth in breach of the Merger Agreement or any of its obligations or confidentiality agreements entered into in connection with the Transaction, and (iii) (with respect to the Founder Parties) their fiduciary duties and other obligations to the TargetTarget under applicable laws.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (sources, if requested by JNKI)any, (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other Party or Holdco their respective Affiliate with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ ' intentions with respect to the Target, any issuance of which shall be subject to Section 7.016.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party). The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its or his obligations or fiduciary duties to the Target.

Information Sharing and Roles. (a) Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI), (ci) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (dii) providing each other other, Holdco, Zhongshan SPV, BVI I or Holdco Parent with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any the other Party and its Affiliates for inclusion in the Documentation, (eiii) providing timely responses to requests by another Party for information, (fiv) applying the level of resources and expertise that such Party reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement, and (gv) consulting conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction and in coordination with each other and otherwise cooperating in good faith to mutually agree upon all public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01other. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A MA of the Exchange Act). (b) from any third party. The Parties shall work together in good faith to agree and confirm that none of the Parties shall provide any information on necessary public statements about their intentions in breach of any of its obligations or fiduciary duties relation to the Target. The issuance of any such public statement shall be subject to Section 7.01. (c) Notwithstanding Section 2.02(a) and except as may otherwise be required by Applicable Laws (including in connection with any Documentation required to be filed with or submitted to any governmental agency), no Party is required to make available to the other Parties any information which it considers to be commercially sensitive information, or which it otherwise held subject to an obligation of confidentiality.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI), (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party. The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (sources, if requested by JNKI)any, (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials materials, and relevant consulting reports and studies, (d) providing each other Party or Holdco their respective Affiliate with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith to mutually agree upon all on any public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.016.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act) from any third party. The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its obligations or fiduciary duties to the Target).

Information Sharing and Roles. (a) Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources (if requested by JNKI), (ci) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (dii) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (eiii) providing timely responses to requests by another Party for information, (fiv) applying the level of resources and expertise that such Party reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement, and (gv) consulting conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction and in coordination with each other and otherwise cooperating in good faith to mutually agree upon all public statements or communications regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01other. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A MA of the Exchange Act). (b) from any third partyThe Parties shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. The Parties agree and confirm that none of the Parties shall provide any information in breach issuance of any of its obligations or fiduciary duties such public statement shall be subject to the TargetSection 7.01.