Common use of Mutual Non-Disparagement Clause in Contracts

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13, the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, if the Starboard Appointee is a Starboard partner or employee, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13representatives (“Opposition Statements”), the New Appointees (or, if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholdersshareholders, agents, attorneys or representatives. For purposes of The restrictions set forth in this Section 1312 shall not (a) apply (i) in any compelled testimony or production of information, whether by legal process or subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the New Appointees Party from which information is sought, in each case, solely to the extent required, or (orii) to any disclosure that such Party reasonably believes, if applicableafter consultation with outside counsel, the Replacement Director(s)) will not be deemed to be an affiliate legally required by applicable law, rules or regulations; or (b) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of (i) federal law or regulation to any governmental authority pursuant to Section 21F of the Company Exchange Act or Starboard and no actions taken the rules of the SEC promulgated under such Section 21F or (ii) provincial securities laws to any Canadian provincial securities regulatory authority pursuant to a whistleblower program established by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this Agreementauthority.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of this Section 13, the New Appointees Company not supported by the Starboard Appointee (or, if applicable, the Replacement Director(s)“Opposition Statements”) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other neither Party or nor any of its agents, subsidiaries, affiliatesAffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors shall have breached this Section 13(collectively, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors“Representatives”), shall in any way way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, call into disreputeimpugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Parties Party or such other Parties’ subsidiaries, affiliates, successors, assigns, officers Party’s Representatives (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representativesstockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business business, or reputation of such the other Parties, their products Party or services or their subsidiaries, affiliates, successors, assigns, of its Representatives (including former officers (or former officersand directors), directors (or former directors), employees, stockholdersstockholders (solely in their capacity as stockholders of the applicable Party); provided that, agentswith respect to any litigation, attorneys arbitration or representatives. For purposes of other proceeding between the Parties, nothing in this Section 135 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate power of any director of the Company to act in accordance with his or Starboard her fiduciary duties or otherwise in accordance with applicable law and no actions taken by (ii) limit any director, agent Party’s ability to comply with any subpoena or other representative of legal process or respond to a Party in request for information from any capacity other than as a representative of, and at governmental authority with jurisdiction over the direction of, such Party will be covered by this Agreementparty from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of this Section 13, the New Appointees Company not supported by the Starboard Appointee (or, if applicable, the Replacement Director(s)“Opposition Statements”) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13, the New Appointees (or, if applicable, the Replacement Director(s)) will Starboard Appointee shall not be deemed to be an affiliate agent, affiliate, officer, key employee or director of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, of such Party will shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements made by Starboard regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of this Section 13the Company not supported by the Starboard Appointee that do not defame or slander any of the Company’s officers, the New Appointees directors, employees, stockholders, agents, attorneys or representatives (or, if applicable, the Replacement Director(s)“Company Opposition Statements”) will not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if a Starboard Appointee or Starboard and no actions taken Replacement Appointee that is a partner or employee of Starboard is currently serving on the Board, any Company Opposition Statement during such service will only speak to a matter that has first been made public by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party Company. The Company will be covered by this Agreementpermitted to respond with a statement similar in scope to any such Company Opposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Periodterm of this Agreement or, or if earlier, until such time as the other Party any member of Engine Group or any of its the New Appointees (or any Replacement Appointee(s) thereof) (in the case of the Company) or the Company (in the case of a member of the Engine Group or any of the New Appointees (or any Replacement Appointee(s) thereof)) or any of their respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 136, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall will in any way publicly disparage, call into disrepute, defame, slander or otherwise defame or slander criticize the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholdersshareholders, agents, attorneys or representatives. For purposes of this Section 13, the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Company, prior to the SpinOff, and SpinCo, after the SpinOff, on the one hand, and Investor, on the other hand, covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1311, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ other’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party the other or a Parties’ the other’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party the other or a Parties’ the other’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersstockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholdersstockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives. For purposes This Section 11 shall not limit the power of this Section 13any director of SpinCo or the Company to make such statements as required by applicable law or make comments that are consistent with the provisions hereof nor shall it apply to any private communications between Investor and its Affiliates and its and their respective principals, directors, members, general partners, officers and key employees, on the New Appointees one hand, and any Contact Personnel (or, if applicable, the Replacement Director(s)as defined herein) will not be deemed to be an affiliate of the Company or Starboard and no actions taken by SpinCo, on the other hand, to the extent that it would not be reasonably expected that such communication would trigger public disclosure obligations for any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this Agreementparty.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives, provided, any objective business criticism regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company not supported by Xx. For purposes Xxxx (or any Starboard Replacement Director who is an employee of this Section 13Starboard) that does not criticize, disparage, call into disrepute or otherwise defame or slander any of the New Appointees Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (or, if applicable, the Replacement Director(s)“Opposition Statements”) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply), except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement. This Section 12 shall not limit the ability of any director of the Company to act in accordance with his or Starboard and no actions taken by any director, agent her fiduciary duties or other representative of a Party otherwise in any capacity other than as a representative of, and at the direction of, such Party will be covered by this Agreementaccordance with applicable law.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of this Section 13the Company not supported by the Starboard Appointee (or any Replacement Director that is a Starboard Representative) that do not disparage, call into disrepute or otherwise defame or slander any of the New Appointees Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (or“Opposition Statements”), if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement; provided, further that each Party shall be permitted to make objective statements that reflect such Party’s view with respect to factual matters concerning specific acts or determinations of the Company other Party occurring after the date of this Agreement, as long as such statements do not violate any other provision of this Agreement. The limitations set forth in this Section 12 shall not prevent either Party from responding to any public statement made by the other Party of the nature described in this Section 12 if such statement by the other Party was made in breach of this Agreement. The limitations set forth in this Section 12 shall not (x) apply (i) in any compelled testimony or Starboard and no actions taken production of information, whether by any director, agent legal process or other representative subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the Party from which information is sought, in each case, solely to the extent required, or (ii) to any capacity other than as a representative of, and at the direction of, disclosure that such Party will reasonably believes, after consultation with outside counsel, to be covered legally required by this Agreement.applicable law, rules or regulations; or (y) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or the rules of the SEC promulgated under such Section 21F.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13Section, the New Appointees (or, if applicable, the Replacement Director(s)) will 2012 Starboard Nominees shall not be deemed to be an affiliate agents, affiliates, officers, key employees or directors of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, of such Party will shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13Section, none of the 2012 Starboard Nominees, the New Appointees (or, if applicable, 2013 Starboard Nominees or the Replacement Director(s)) will not 2014 Starboard Nominee shall be deemed to be an affiliate agent, affiliate, officer, key employee or director of the Company or, in the case of the 2012 Starboard Nominees or the 2013 Starboard Nominees, of Starboard, and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, of such Party will shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements made by Scopia regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of this Section 13the Company not supported by the Scopia Appointee that do not defame or slander any of the Company’s officers, the New Appointees directors, employees, stockholders, agents, attorneys or representatives (or, if applicable, the Replacement Director(s)“Company Opposition Statements”) will not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if a Scopia Appointee or Starboard and no actions taken Scopia Replacement Appointee that is a partner or employee of Scopia is currently serving on the Board, any Company Opposition Statement during such service will only speak to a matter that has first been made public by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party Company. The Company will be covered by this Agreementpermitted to respond with a statement similar in scope to any such Company Opposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 133, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly or privately disparage, call into disrepute, comment negatively upon, criticize or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current former officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this AgreementParty’s subsidiaries), directors (including any current former director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this AgreementParty’s subsidiaries), employees, stockholders, agents, attorneys or representatives; provided, however, that nothing herein shall limit the ability of Vertex to announce its views and its vote on any Board-approved publicly announced proposals relating to a merger of the Company, acquisition of the Company, disposition of all or substantially all of the assets of the Company or other business combination involving the Company, so long as such announcement is limited to the merits of any of their products such matter and does not disparage the Company’s directors or servicesofficers in connection with such matter, in any manner that would damage including the business decision to pursue, approve or reputation of propose such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representativesmatter. For purposes of this Section 133, neither of the New Appointees 2015 Nominees (or, if applicable, the any Replacement Director(s)Director) will not be deemed to be an affiliate agent, affiliate, officer, key employee or director of the Company or Starboard Vertex and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties party hereto covenants and agrees that, during until the earlier of (a) the expiration of the Standstill Period, or if earlier, until Period and (b) such time as the other Party Company (in the case of any party that is a Xxxxx Group Member) or any Xxxxx Group Member (in the case of the party that is the Company), or any of its the Company’s or any Xxxxx Group Member’s (as applicable) agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have materially breached this Section 134.6, neither it such party nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directorsdirectors (the “Company Covered Persons” and the “Xxxxx Covered Persons”, as applicable), shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Company (in the case of any party that is a Xxxxx Group Member) or such other Parties’ any Xxxxx Group Member (in the case of the party that is the Company) or the Company’s or any Xxxxx Group Member’s (as applicable) subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries the Company who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries the Company who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products businesses, strategies or services, in any manner that would reasonably be expected to damage the business or reputation of such other Partiesparties or their businesses, their products strategies or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 134.6, the New Appointees Nominee (oror any Replacement Director, if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate agent, affiliate, officer, key employee or director of the Company and the Company shall not be responsible for any actions taken by the Nominee (or Starboard any Replacement Director, if applicable), and no actions taken by any director, agent or other representative of a Party party in any capacity other than as a representative of, and at the direction of, of such Party will party shall be covered by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.6 shall be deemed to prevent any Company Covered Person or any Xxxxx Covered Person from complying with its respective disclosure obligations under applicable law, legal process, subpoena, law, the rules of any stock exchange, or legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought, provided that, solely in the case of any disclosure that would be permitted to be made pursuant to this sentence (but would otherwise be restricted by the first sentence of this Section 4.6) and that is proposed or required to appear in public disclosure (i.e., press releases, public filings under the Federal securities laws or similar public disclosures), such party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other party prior to making any such public disclosure and reasonably consider any comments of such other party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholdersshareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company not supported by Xx. For purposes Xxxxxxxxx that do not criticize, disparage, call into disrepute or otherwise defame or slander any of this Section 13the Company’s officers, the New Appointees directors, employees, shareholders, agents, attorneys or representatives (or“Opposition Statement”), if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes This Section shall not limit the power of any director of the Company to act in accordance with applicable law; provided, however, that the Company shall be responsible for any such action by a director other than the Privet Nominee (and any Privet Replacement Director, if applicable) that would otherwise be in violation of this Section 13; and provided, further, that Privet shall be responsible for any such action by the New Appointees Privet Nominee (orand any Privet Replacement Director, if applicable, the Replacement Director(s)) will not that would otherwise be deemed to be an affiliate in violation of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementSection 13.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliatesAffiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it Party nor any of its respective agents, subsidiaries, affiliatesAffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directorsdirectors (collectively, “Representatives”), shall in any way way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, social media, newspaper or magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly criticize, attempt to discredit, disparage, call into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or any other public statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the other Parties Party or such other Parties’ subsidiaries, affiliates, successors, assigns, officers Party’s Representatives (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersstockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives, or any of their practices, procedures, businesses, business operations, products or services, in any manner that would reasonably be expected to damage the business business, or reputation of such the other Parties, their products Party or services or their subsidiaries, affiliates, successors, assigns, of its Representatives (including former officers (or former officersand directors), directors (or former directors), employees, stockholdersstockholders (solely in their capacity as stockholders of the applicable Party), agentsagents or attorneys, attorneys or representativesthat reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of either Party or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of either Party or its subsidiaries or Affiliates, or is derogatory, detrimental, or injurious to the goodwill, reputation or business standing of, either Party, its Affiliates, its subsidiaries and its or their business. For purposes In addition to the other remedies available in connection with any breach of this Agreement, nothing shall prevent either Party or its Representatives from responding without restriction to the other Party’s breach of this Section 13, 12. This Section 12 shall not limit the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate power of any director of the Company to act in good faith in accordance with his or Starboard and no actions taken by any director, agent her fiduciary duties solely in his or other representative of a Party in any her capacity other than as a representative ofdirector of the Company and, and at in the direction ofcase of the New Investor Director, such Party will be covered by in a manner consistent with his obligations under this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of this Section 13the Company not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the New Appointees Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (or“Opposition Statements”), if applicableand only if such Starboard Appointee is a Starboard partner, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliatesAffiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliatesAffiliates, successors, assigns, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander slander, in each case, in a public manner, the other Parties Party or such other Parties’ Party’s subsidiaries, affiliatesAffiliates, successors, assigns, officers (including any current or former officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity in connection with or following the execution of this Agreement), directors (including any current or former officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity in connection with or following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliatesAffiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of ; provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 1312 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, the New Appointees (orarbitration or other proceeding; provided, further, that this Section 12 shall not apply with respect to any person who is not similarly bound by a non-disparagement provision solely to permit a Party to defend against public and disparaging remarks made by such person, if applicableany, not similarly bound. This Section 12 shall not (i) limit the Replacement Director(s)) will not be deemed to be an affiliate power of any director of the Company solely in his or Starboard and no actions taken by her capacity as such a director to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law or (ii) limit any director, agent Party’s ability to comply with any subpoena or other representative of legal process or respond to a Party in request for information from any capacity other than as a representative of, and at governmental authority with jurisdiction over the direction of, such Party will be covered by this Agreementparty from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13Section, none of the New Appointees (or, if applicable, the Replacement Director(s)) will not 2012 Starboard Nominees or 2013 Starboard Nominees shall be deemed to be an affiliate agents, affiliates, officers, key employees or directors of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, of such Party will shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312 (it being understood that no member of the Founder Group shall be deemed an affiliate, officer or director of the Company for purposes of this Section 12), neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any future or current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any future or current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), franchisees, employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, if the Starboard Appointee is not Independent of Starboard, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, franchisees, employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13representatives (“Opposition Statements”), the New Appointees (or, if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other another Party or any of its agents, subsidiaries, affiliatescontrolled Affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 1315, neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, , members, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the any other Parties Party or such other Parties’ Party’s subsidiaries, affiliatesAffiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement)) in their capacity as an officer of such Party, directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following in connection with the execution of this Agreement)) in their capacity as a director of such Party, employees, stockholders, agents, attorneys or representativesrepresentatives or the Group Companies, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliatesAffiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes representatives or, in the case of this Section 13the Advisors, the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate of the Company or Starboard and no actions taken by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementGroup Companies.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes This Section shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. Notwithstanding the foregoing, nothing in this Section 13, the New Appointees (or, if applicable, the Replacement Director(s)) will not 14 shall be deemed to be an affiliate prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of the Company any disclosure that is proposed or Starboard and no actions taken by any director, agent or other representative of a Party required to appear in any capacity other than as a representative of, and at the direction ofrequired disclosure relating thereto, such Party will be covered by this Agreementmust provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliatesAffiliates, successors, assigns, officers, key employees or directors shall have breached this Section 13section, neither it nor any of its respective agents, subsidiaries, affiliatesAffiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliatesAffiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliatesAffiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes ; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of this Section 13the Company that do not disparage, call into disrepute or otherwise defame or slander any of the New Appointees Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (or, if applicable, the Replacement Director(s)“Opposition Statements”) will shall not be deemed to be an affiliate a breach of this Section 11; provided, further, that if any Opposition Statement is made by BLR Partners, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, any statements made by Starboard regarding the Company's operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the Company not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of Company's officers, directors, employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13, the New Appointees representatives (or, if applicable, the Replacement Director(s)"Company Opposition Statements") will not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any fiduciary duties and obligations of confidentiality that may otherwise apply), except that any Company or Starboard and no actions taken Opposition Statement will only speak to a matter that has been made public by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party Company. Company will be covered by this Agreementpermitted to respond with a statement similar in scope to any such Company Opposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or or, if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, managing members, partners, officers, investment professionals, key employees or directors shall have breached this Section 1311, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, managing members, partners, officers, investment professionals, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander (including through any media interview or comment, Internet or social media posting or communication, regulatory filing or otherwise) the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries Party’s subsidiary who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries Party’s subsidiary who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their business strategies, businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes , provided, however, any statements regarding the Company’s operational or stock price performance, or any strategy, plans or proposals of this Section 13the Company not supported by Starboard that do not disparage, call into disrepute or otherwise defame or slander any of the New Appointees Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (or, if applicable, the Replacement Director(s)“Opposition Statements”) will shall not be deemed to be an affiliate a breach of this Section 11, except that any Opposition Statements may only speak to a matter that has been made public by the Company, provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Governance Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company not supported by any Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13representatives (“Opposition Statements”), the New Appointees (or, if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 13, neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes , provided, however, that each Party shall be permitted to make objective statements that reflect such Party’s view with respect to factual matters concerning specific acts or determinations of the other Party occurring after the date of this Agreement, as long as such statements do not violate any other provision of this Agreement. The limitations set forth in this Section 1313 shall not prevent either Party from responding to any public statement made by the other Party of the nature described in this Section 13 if such statement by the other Party was made in breach of this Agreement. The limitations set forth in this Section 13 shall not (x) apply (i) in any compelled testimony or production of information, whether by legal process or subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the New Appointees Party from which information is sought, in each case, solely to the extent required, or (orii) to any disclosure that such Party reasonably believes, if applicableafter consultation with outside counsel, the Replacement Director(s)) will not be deemed to be an affiliate legally required by applicable law, rules or regulations; or (y) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Company Exchange Act or Starboard and no actions taken by any director, agent or other representative the rules of a Party in any capacity other than as a representative of, and at the direction of, SEC promulgated under such Party will be covered by this Agreement.Section 21F.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliatesAffiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliatesAffiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliatesAffiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliatesAffiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13; provided, the New Appointees (orhowever, if applicablethe Starboard Director is a Starboard Representative, any statements made by Starboard regarding the Replacement Director(sCompany’s operational or stock price performance, during periods following the date hereof, or any strategy, plans, or proposals of the Company not supported by the Starboard Director who is a Starboard Representative that do not criticize, disparage, call into disrepute or otherwise defame or slander any of the Company’s officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives (“Opposition Statements”) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any fiduciary duties and any obligations of confidentiality as a director that may otherwise apply) so long as such Opposition Statement only speaks to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement. The restrictions in this Section 12 shall not (a) apply (i) to any compelled testimony or production of information, whether by legal process, subpoena, or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations, in each case of clause (i) or (ii), solely to the extent that such restrictions would require a violation of the Company applicable requirement; or Starboard and no actions taken by (b) prohibit any directorparty from reporting what it reasonably believes, agent after consultation with outside counsel, to be violations of federal law or other representative regulation to any governmental authority pursuant to Section 21F of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementExchange Act or Rule 21F promulgated thereunder.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Each Party covenants and agrees that, during from the Standstill PeriodEffective Date until the Termination Date, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have has breached this Section 136, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall directors will in any way publicly disparage, call into disrepute, defame, slander or otherwise defame or slander criticize the other Parties Party or such the other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this AgreementEffective Date), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution effective date of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other PartiesParty, their its products or services or their its subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes Notwithstanding the foregoing, nothing shall prevent the making of this Section 13any factual statement in any compelled testimony or production of information, the New Appointees (orwhether by legal process, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate of the Company subpoena or Starboard and no actions taken by any director, agent or other representative as part of a response to a request for information from any governmental authority with jurisdiction over the Party in from whom information is sought, or to defend against any capacity other than as legal claim from an independent claimant adverse to a representative of, and at the direction of, such Party will be covered by this AgreementParty.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliatesAffiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it Party nor any of its respective agents, subsidiaries, affiliatesAffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directorsdirectors (collectively, “Representatives”), shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ subsidiaries, affiliates, successors, assigns, officers Party’s Representatives (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys shareholders (solely in their capacity as shareholders of the applicable Party) or representativesattorneys, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such the other PartiesParty or the businesses, their products or services of the other Party or their subsidiaries, affiliates, successors, assigns, its Representatives (including former officers (or former officers), directors (or former and directors), employees, stockholdersshareholders (solely in their capacity as shareholders of the applicable Party) or attorneys. In addition to the other remedies available in connection with any breach of this Agreement, agents, attorneys nothing shall prevent either Party or representatives. For purposes its Representatives from responding without restriction to the other Party’s breach of this Section 13, 12. This Section 12 shall not limit the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate power of any director of the Company to act in good faith in accordance with his or Starboard and no actions taken by any director, agent her fiduciary duties solely in his or other representative of a Party in any her capacity other than as a representative ofdirector of the Company and, and at in the direction ofcase of any of the Investor Directors (or any Investor Replacement Director, such Party will be covered by as applicable), in a manner consistent with his or her obligations under this Agreement. 13.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, any statements made by Starboard regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the Company not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of Company’s officers, directors, employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13, the New Appointees representatives (or, if applicable, the Replacement Director(s)“Company Opposition Statements”) will not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any fiduciary duties and obligations of confidentiality that may otherwise apply), except that any Company or Starboard and no actions taken Opposition Statement will only speak to a matter that has been made public by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party Company. Company will be covered by this Agreementpermitted to respond with a statement similar in scope to any such Company Opposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties party hereto covenants and agrees that, during until the earlier of (a) the expiration of the Standstill Period, or if earlier, until Period and (b) such time as the other Party Company (in the case of any party that is a BLR Group Member) or any BLR Group Member (in the case of the party that is the Company), or any of its the Company’s or any BLR Group Member’s (as applicable) agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 134.6, neither it such party nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Company (in the case of any party that is a BLR Group Member) or such other Parties’ any BLR Group Member (in the case of the party that is the Company) or the Company’s or any BLR Group Member’s (as applicable) subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries the Company who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries the Company who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products businesses, strategies or services, in any manner that would reasonably be expected to damage the business or reputation of such other Partiesparties or their businesses, their products strategies or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 134.6, the New Appointees Nominee (oror any Replacement Director, if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate agent, affiliate, officer, key employee or director of the Company and the Company shall not be responsible for any actions taken by the Nominee (or Starboard any Replacement Director, if applicable), and no actions taken by any director, agent or other representative of a Party party in any capacity other than as a representative of, and at the direction of, of such Party will party shall be covered by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.6 shall be deemed to prevent either the Company or any BLR Group Member from complying with its respective disclosure obligations under applicable law, legal process, subpoena, law, the rules of any stock exchange, or legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants Company, on one hand, and agrees the RBM Parties, on the other hand, covenant and agree that, during the Standstill Period, or if earlier, until such time as the other Party or any of its the agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors thereof shall have breached this Section 1312, neither it of them nor any of its their respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties other, or such other Parties’ the other's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Partiesthe other, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholdersshareholders, agents, attorneys or representatives. For purposes ; provided, however, any statements made by RBM regarding the Company's operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of this Section 13the Company not supported by an Agreed Appointee that do not defame or slander any of the Company's officers, the New Appointees directors, employees, shareholders, agents, attorneys or representatives (or, if applicable, the Replacement Director(s)"Company Opposition Statements") will not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if an affiliate Agreed Appointee that is a partner or employee of RBM is currently serving on the Board, any Company or Starboard and no actions taken Opposition Statement during such service will only speak to a matter that has first been made public by any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party Company. The Company will be covered by this Agreementpermitted to respond with a statement similar in scope to any such Company Opposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Party covenants and agrees that, during the Standstill Period, or if earlier, until neither such time as the other Party or nor any of his, her or its agents, subsidiaries, affiliatesAffiliates, successors, assigns, officersprincipals, key employees or directors shall have breached this Section 13partners, neither it nor any of its respective agentsmembers, subsidiaries, affiliates, successors, assignsgeneral partners, officers, key employees employees, family members and estate planning vehicles, or directorsdirectors (collectively, “Representatives”), shall in any way way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other Persons or in any document or report filed with the SEC), publicly disparage, call into disreputeimpugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to disparage, derogate or impugn, any other Parties Party or such other Parties’ subsidiaries, affiliates, successors, assigns, officers Party’s Representatives (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representativesstockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business business, or reputation of such other Parties, their products Party or services or their subsidiaries, affiliates, successors, assigns, of its Representatives (including former officers (or former officersand directors), directors (or former directors), employees, stockholdersstockholders (solely in their capacity as stockholders of such Party); provided that, agentswith respect to any litigation, attorneys arbitration or representativesother proceeding between or involving any of the Parties, nothing in this Section 6 shall prevent any of the Parties from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding or from testifying truthfully or complying with discovery obligations, including document and interrogatory discovery, in any such litigation, arbitration or other proceeding. For purposes The Consent Participants and Mxxxxx are entering into and agreeing to the provisions of this Section 136 solely in their individual capacities (including their capacities as stockholders) and not in their capacities as directors and this Section 6 shall not in any way affect, impair, limit, or preclude any of them in the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to be an affiliate capacity as a director of the Company from acting in accordance with his or Starboard and no actions taken by her fiduciary duties or otherwise in accordance with applicable law, including in relation to any directorclaims, agent causes of action, litigation, actions, suits, arbitrations, or other representative proceedings by or on behalf of a Party the Company. Nothing in this Section 6 shall affect, impair, limit, or preclude the Company or any capacity stockholders of the Company other than as the Consent Participants and the Original Directors from commencing or prosecuting litigation or arbitration in good faith, including making truthful allegations in pleadings and court or arbitration filings. This Section 6 shall not limit any Party’s ability to comply with any subpoena or other legal process or respond to a representative of, and at request for information from any governmental authority with jurisdiction over the direction of, such Party will be covered by this Agreementparty from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 1312, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, partners, members, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance following the date hereof or any strategy, plans, or proposals of the Company that are not supported by the Starboard Appointee (or any Replacement Director who is not independent of Starboard) that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes of this Section 13representatives (“Opposition Statements”), the New Appointees (or, if applicable, the Replacement Director(s)) will shall not be deemed to be an affiliate a breach of this Section 12 (subject to, for the avoidance of doubt, any fiduciary duties and obligations of confidentiality that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that the Company or Starboard and no actions taken by shall be permitted to publicly respond with a statement similar in scope to any director, agent or other representative of a Party in any capacity other than as a representative of, and at the direction of, such Party will be covered by this AgreementOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during through the Standstill Periodconclusion of the 2018 Annual Meeting, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 1315, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes This Section 15 shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. Notwithstanding the foregoing, nothing in this Section 13, the New Appointees (or, if applicable, the Replacement Director(s)) will not 15 shall be deemed to be an affiliate prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of the Company any disclosure that is proposed or Starboard and no actions taken by any director, agent or other representative of a Party required to appear in any capacity other than as a representative of, and at the direction ofrequired disclosure relating thereto, such Party will be covered by this Agreementmust provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 13, neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties Party or such other Parties’ Party’s subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other PartiesParty, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. For purposes , provided, however, that each Party shall be permitted to make objective statements that reflect such Party’s view with respect to factual matters concerning specific acts or determinations of the other Party occurring after the date of this Agreement, as long as such statements do not violate any other provision of this Agreement. The limitations set forth in this Section 1313 shall not prevent either Party from responding to any public statement made by the other Party of the nature described in this Section 13 if such statement by the other Party was made in breach of this Agreement. The limitations set forth in this Section 13 shall not (x) apply (i) in any compelled testimony or production of information, whether by legal process or subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the New Appointees Party from which information is sought, in each case, solely to the extent required, or (orii) to any disclosure that such Party reasonably believes, if applicableafter consultation with outside counsel, the Replacement Director(s)) will not be deemed to be an affiliate legally required by applicable law, rules or regulations; or (y) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Company Exchange Act or Starboard and no actions taken by any director, agent or other representative the rules of a Party in any capacity other than as a representative of, and at the direction of, SEC promulgated under such Party will be covered by this AgreementSection 21F. 14.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties parties hereto covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors acting on behalf of such party shall have breached this Section 139(e), neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute, disrepute or otherwise defame or slander the other Parties party or such other Parties’ party’s subsidiaries, affiliates, successors, assigns, officers (including any future (i.e., appointed following the date hereof and before the termination of the Standstill Period) or current officer of a Party party or a Parties’ party’s subsidiaries who no longer serves in such capacity following at any time during the execution of this AgreementStandstill Period), directors (including any future (i.e., appointed following the date hereof and before the termination of the Standstill Period) or current director of a Party party or a Parties’ party’s subsidiaries who no longer serves in such capacity following at any time during the execution of this AgreementStandstill Period), employees, stockholdersshareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Partiesparty, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholdersshareholders, agents, attorneys or representatives. For purposes ; provided, however, that, nothing herein shall prevent (i) Starboard or any of this Section 13its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors from making any statement or announcement unrelated to (and which does not, directly or indirectly, reference in any way) the Company and its subsidiaries, their respective businesses, products or services, the New Appointees Board or management of the Company concerning the Company’s officers (orincluding any future (i.e., if applicable, appointed following the Replacement Director(s)date hereof and before the termination of the Standstill Period) will not be deemed to be an affiliate or current officer of the Company or Starboard any of the Company’s subsidiaries who no longer serves in such capacity at any time during the Standstill Period), directors (including any future (i.e., appointed following the date hereof and before the termination of the Standstill Period) or current director of the Company or any of the Company’s subsidiaries who no actions taken by longer serves in such capacity at any directortime during the Standstill Period), agent employees, shareholders, agents, attorneys or representatives (in each case, in capacities unrelated to the Company and its subsidiaries), or any of their businesses, products or services or (ii) such directors, officers, employees, shareholders, agents, attorneys or representatives of the Company or its subsidiaries referenced in the foregoing clause (i) (in each case, in such capacities unrelated to the Company and its subsidiaries) from making any statement or announcement in response thereto. The foregoing shall not restrict the ability of any person to comply with any subpoena or other representative of legal process or respond to a Party in request for information from any capacity other than as a representative of, and at governmental authority with jurisdiction over the direction of, such Party will be covered by this Agreementparty from whom information is sought.