Common use of Limitations on Disclosure and Use Clause in Contracts

Limitations on Disclosure and Use. You will disclose Confidential Information only to your principals, partners, directors, officers, employees, agents or advisors (including, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”) who need to know the Confidential Information for the purpose of evaluating a potential Transaction. You and your Representatives will keep the Confidential Information confidential and will use the Confidential Information solely for the purpose of evaluating a potential Transaction and in no way directly or indirectly detrimental to the Company. You will inform such Representatives of the confidential nature of the Confidential Information and you will be responsible for breaches by your Representatives of the terms of this Agreement as they apply to your Representatives. You will take all steps necessary or appropriate to safeguard the Confidential Information from disclosure to anyone other than your Representatives. In furtherance of such efforts, you will not duplicate the Confidential Information or distribute it to anyone other than your Representatives without the prior written consent of the Company. In no event shall you enter into any arrangement with a debt financing source, which would prevent such debt financing source from working with other parties in connection with a transaction involving the Company. In considering a potential Transaction and reviewing the Confidential Information, you are acting solely on your own behalf and not as part of a group with any third parties. You and/or your affiliates will not, directly or indirectly, offer to or enter into any agreement, arrangement or understanding, or any discussions with any third party or person regarding a possible transaction involving the Company without the prior written consent of the Company. You and your Representatives will not disclose the content of the Confidential Information, the fact that the Confidential Information has been made available or that discussions or negotiations are taking place concerning a potential Transaction or any of the terms, conditions or other facts with respect thereto (including the status thereof) without the prior written consent of the Company.

Limitations on Disclosure and Use. You will disclose Confidential Information only to your principalscontrolled affiliates and your and their respective partners, partnersmembers, managers, directors, officers, employees, legal, financial, accounting and other advisers and agents or advisors (includingand, attorneyssubject to the proviso at the end of this sentence, accountants, consultants, bankers financing sources and financial advisors) co-investors (collectively, “Representatives”) who need to know the Confidential Information for the purpose of evaluating reviewing, evaluating, negotiating or otherwise assisting with the Transaction, who are informed by you of its confidential nature and are instructed to comply with the terms of this Agreement prior to being provided with Confidential Information; provided, however, that with respect to any financing source or co-investor, (i) the Company is notified at least twenty-four hours prior to you or your affiliate’s initial disclosure of the Confidential Information to any such financing source or co-investor and (ii) such financing source or co-investor has agreed in writing to be bound by the terms and conditions of this Agreement as if they were a potential Transactionsignatory hereto. You and your Representatives will not disclose the Confidential Information to any other person without the Company’s prior written consent. You and your Representatives will keep the Confidential Information confidential and will use the Confidential Information solely for the purpose of reviewing, evaluating a potential Transaction and in no way directly or indirectly detrimental to negotiating the CompanyTransaction. You will inform such Representatives of the confidential nature of the Confidential Information and you will be responsible for breaches any breach by your Representatives of the terms of this Agreement as they apply to your Representatives. You will take all steps necessary or appropriate to safeguard the Confidential Information from disclosure to anyone other than your Representatives. In furtherance of such efforts, you will not duplicate the Confidential Information or distribute it to anyone other than your Representatives without the prior written consent of the Company. In no event shall you enter into any arrangement with a debt financing source, source or any other person which would prevent such debt financing source or person from working with other parties in connection with a transaction involving the Company. In considering a potential Transaction and reviewing the Confidential Information, you are acting solely on your own behalf and not as part of a group with any third parties. You You, your Representatives and/or your affiliates will not, directly or indirectly, offer to or enter into any agreement, arrangement or understanding, or any discussions with any third party or person regarding a possible transaction involving the Company without the prior written consent of the Company; provided, however, that you and your affiliates may enter into agreements with your or their respective advisers regarding their services in connection with your or their review, evaluation or negotiation of a Transaction. You Other than as required by, and in compliance with, Section 3 below, you and your Representatives will not disclose the content of the Confidential Information, the fact that the Confidential Information exists or has been made available to you or that discussions or negotiations are taking place with you concerning a potential Transaction or any of the terms, conditions or other facts with respect thereto (including the status thereof) (collectively, the “Transaction Information”) without the prior written consent of the Company; provided, however, that the foregoing shall not prohibit you or your affiliates from filing a Schedule 13D amendment disclosing the execution, delivery and terms of this Agreement (a copy of which may be filed as an exhibit to such Schedule 13D amendment).

Limitations on Disclosure and Use. You will, and you will disclose Confidential Information only to your principals, partners, directors, officers, employees, agents or advisors (including, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”) who need to know the Confidential Information for the purpose of evaluating a potential Transaction. You and direct your Representatives will to, keep the Confidential Information confidential and will use the Confidential Information solely for the purpose of evaluating a potential Transaction and in no way directly or indirectly detrimental to the CompanyTransaction. You will inform such Representatives of the confidential nature of the Confidential Information and you will be responsible for breaches breach by your Your Representatives of the terms of this Agreement as they apply to your Your Representatives. You will take all steps necessary or appropriate to safeguard the Confidential Information from disclosure to anyone other than your Representatives. In furtherance of such efforts, you will not duplicate the Confidential Information or distribute it to anyone other than your Representatives without the prior written consent of the Company. In no event shall you enter into any arrangement with a debt financing source, source which would prevent such debt financing source from working with other parties in connection with a transaction involving the Company. In considering a potential Transaction and reviewing the Confidential Information, you are acting solely on your own behalf and not as part of a group with any third parties. You and/or your affiliates will not, directly or indirectly, offer to or enter into any agreement, arrangement or understanding, or any discussions with any third party or person regarding a possible transaction involving the Company without the prior written consent of the Company. You will not, and you will direct your Representatives will not to, disclose the content of the Confidential Information, the fact that the Confidential Information has been made available or that discussions or negotiations are taking place concerning a potential Transaction or any of the terms, conditions or other facts with respect thereto (including the status thereof) without the prior written consent of the Company. Without limiting the generality of the foregoing, you agree that you will not, directly or indirectly, share the Confidential Information with or enter into any agreement, arrangement or understanding, or any discussions which would reasonably be expected to lead to such an agreement, arrangement or understanding with any other person, including other potential bidders and third party equity or debt financing sources (other than Your Representatives as permitted above) regarding a possible transaction involving the Company without the prior written consent of the Company and only upon such person executing a confidentiality agreement with the Company on terms and conditions consistent with this Agreement. You hereby represent and warrant that you are not acting as a broker for or representative of any other person in connection with the Transaction, and are considering the Transaction only for your own account.

Limitations on Disclosure and Use. (a) You will disclose Confidential Information only to your principals, partners, directors, officers, employees, agents or affiliates and advisors (includingincluding legal, attorneys, accountants, consultants, bankers financial and financial advisorsaccounting advisers) (collectivelycollectively , “Representatives”) who need to know the Confidential Information for the purpose of evaluating a potential the Transaction. Neither you nor your Representatives shall, without the express prior written consent of the Company, disclose any Confidential Information to or share any information regarding the Transaction with any financing source (whether debt or equity). For the avoidance of doubt, no financing source (whether debt or equity) shall be considered your Representative hereunder without receipt of such consent. You and your Representatives will keep the Confidential Information strictly confidential, using a reasonable degree of care (but in any event no less a degree of care than you and your Representatives use to protect your and their own confidential and proprietary information), and will use the Confidential Information solely as July 29, 2022 permitted by this Agreement for the purpose of evaluating a potential the Transaction and in no way directly or indirectly detrimental to the CompanyCompany Group. You Prior to any disclosure to any of your Representatives, you will inform advise such Representatives of the confidential nature of the Confidential Information and the terms of this Agreement and direct such Representatives to keep the Confidential Information confidential in accordance with the terms hereof and to observe the other terms of this Agreement. This Agreement will apply to your Representatives as if they were direct parties hereto, and you will be responsible for breaches breach by your Representatives of the terms of this Agreement as they apply to your Representatives. You will take all steps necessary or appropriate to safeguard the Confidential Information from disclosure to anyone other than your Representatives. In furtherance of such efforts, ; provided that you will not duplicate be responsible for any breach of this Agreement by any such Representative who has agreed in writing with the Confidential Information or distribute it Company to anyone other than your Representatives without be directly bound by the prior written consent terms of the Companythis Agreement. In no event shall you enter into any arrangement with a debt financing source, which source that would prevent or in any way limit such debt financing source from working with other parties in connection with a transaction involving the CompanyCompany Group. In considering a potential Transaction and reviewing the Confidential Information, you are acting solely on your own behalf and not as part of a group with any third partiesunaffiliated party. You and/or your affiliates will not, directly or indirectly, offer to or enter into any agreement, arrangement or understanding, or any discussions with any third unaffiliated party or person regarding a possible transaction involving the Company without the prior written consent of the Company. You and your Representatives will not disclose the content of the Confidential Information, the fact that the Confidential Information has been made available or that discussions or negotiations are taking place concerning a potential Transaction or any of the terms, conditions or other facts with respect thereto (including the status thereof) Group without the prior written consent of the Company.