Common use of No Disclosure of Confidential Information Clause in Contracts

No Disclosure of Confidential Information. Each Party agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement (collectively, the "Confidential Matters"); provided however, that each Party, its agents and representatives may disclose such information and data (i) to such Party's direct and indirect accountants, attorneys, prospective lenders, investment bankers, underwriters, partners, members, investors (prospective and current), employees, affiliates, officers, directors, consultants and advisors (collectively, "Representatives"), in each case, solely to the extent that such Representatives reasonably need to know such information in connection with assisting Purchaser in connection with the transaction contemplated herein, and Purchaser shall be liable to the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceeding.

No Disclosure of Confidential Information. Each The Non-Disclosing Party (as defined in Section 18.5) agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives that in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement and the relationship of the parties hereto, it will have access to Confidential Information of the Disclosing Party (collectivelyas defined in Section 18.5) and that such Confidential Information is vital, sensitive, confidential, and proprietary to the Disclosing Party. Therefore, the "Confidential Matters"); provided howeverNon-Disclosing Party agrees that during the Term and for the longest time permitted under applicable law after the expiration of this Agreement or the earlier termination of this Agreement for any reason, that each Party, its agents and representatives may disclose such information and data it will (i) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement or for the purposes of using the Products, Additional Products or Replacement Products supplied pursuant to this Agreement (the "Purpose"), (ii) hold any Confidential Information delivered or communicated to it by the Disclosing Party in the strictest confidence, including taking all reasonable precautions to prevent the inadvertent disclosure of any such Confidential Information to any unauthorized third party or parties and (ii) not, at any time without the Disclosing Party's direct express written consent, which consent may be withheld by the Disclosing Party in its sole and indirect accountantsabsolute discretion (A) disclose, attorneysreproduce, prospective lendersdisplay, investment bankersperform, underwritersrecord, partnersbroadcast, memberstransmit, investors distribute, modify, translate, combine with other information or materials, create derivative works based on, exploit commercially, or otherwise use any such Confidential Information in any manner or medium whatsoever except for the Purpose, (prospective and current)B) disclose or publicize any such Confidential Information or the terms of this Agreement to any third party or parties, employeesor (C) discuss with or otherwise disclose or reveal to any third party or parties any information relating to the Disclosing Party's business or the Non-Disclosing Party's duties or responsibilities to the Disclosing Party, affiliatesregardless of whether such information constitutes Confidential Information, officers, directors, consultants and advisors (collectively, "Representatives")except, in each case, solely that the Non-Disclosing Party may disclose the Confidential Information to the extent that such Representatives reasonably its contractors, agents (including attorneys, financial advisors and accountants) and employees who have a need to know such information in connection with assisting Purchaser the Confidential Information in connection with the transaction contemplated Purpose and who are bound by an obligation of confidentiality consistent with the terms of this Article IX. Notwithstanding anything to the contrary herein, and Purchaser the Non-Disclosing Party shall be liable have the right to disclose (to the Sellers for minimum extent necessary) any action of the terms or omission prohibited under provisions of this Agreement upon any determination by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by PurchaserNon-Disclosing Party's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8-k disclosure legal counsel in consultation with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of Disclosing Party's counsel to the disclosing Party, that such disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued necessary in connection with the compliance by the Non-Disclosing Party with any litigation or proceedinglegal requirement, including applicable obligations and requirements pursuant to federal and state securities laws and listing standards.

No Disclosure of Confidential Information. Each The Non-Disclosing Party (as defined in Section 18.5) agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives that in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement and the relationship of the parties hereto, it will have access to Confidential Information of the Disclosing Party (collectivelyas defined in Section 18.5) and that such Confidential Information is vital, sensitive, confidential, and proprietary to the Disclosing Party. Therefore, the "Confidential Matters"); provided howeverNon-Disclosing Party agrees that during the Term and for the longest time permitted under applicable law after the expiration of this Agreement or the earlier termination of this Agreement for any reason, that each Party, its agents and representatives may disclose such information and data it will (i) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement or for the purposes of using the Products, Additional Products or Replacement Products supplied pursuant to such Party's direct and indirect accountants, attorneys, prospective lenders, investment bankers, underwriters, partners, members, investors this Agreement (prospective and currentthe “Purpose”), employees(ii) hold any Confidential Information delivered or communicated to it by the Disclosing Party in the strictest confidence, affiliatesincluding taking all reasonable precautions to prevent the inadvertent disclosure of any such Confidential Information to any unauthorized third party or parties and (ii) not, officersat any time without the Disclosing Party’s express written consent, directorswhich consent may be withheld by the Disclosing Party in its sole and absolute discretion (A) disclose, consultants and advisors reproduce, display, perform, record, broadcast, transmit, distribute, modify, translate, combine with other information or materials, create derivative works based on, exploit commercially, or otherwise use any such Confidential Information in any manner or medium whatsoever, (collectivelyB) disclose or publicize any such Confidential Information or the terms of this Agreement to any third party or parties, "Representatives")or (C) discuss with or otherwise disclose or reveal to any third party or parties any information relating to the Disclosing Party’s business or the Non-Disclosing Party’s duties or responsibilities to the Disclosing Party, regardless of whether such information constitutes Confidential Information, except, in each case, solely that the Non-Disclosing Party may disclose the Confidential Information to the extent that such Representatives reasonably its contractors, agents or employees who have a need to know such information in connection with assisting Purchaser the Confidential Information in connection with the transaction contemplated Purpose and who are bound by an obligation of confidentiality. Notwithstanding anything to the contrary herein, and Purchaser the Non-Disclosing Party shall be liable have the right to disclose (to the Sellers for minimum extent necessary) any action of the terms or omission prohibited under provisions of this Agreement upon any determination by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8Non-k disclosure Disclosing Party’s legal counsel in consultation with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of Disclosing Party’s counsel to the disclosing Party, that such disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued necessary in connection with the compliance by the Non-Disclosing Party with any litigation or proceedinglegal requirement, including applicable obligations and requirements pursuant to federal and state securities laws and listing standards.

No Disclosure of Confidential Information. Each The Non-Disclosing Party (as defined in Section 18.5) agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives that in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement and the relationship of the parties hereto, it will have access to Confidential Information of the Disclosing Party (collectivelyas defined in Section 18.5) and that such Confidential Information is vital, sensitive, confidential, and proprietary to the Disclosing Party. Therefore, the "Confidential Matters"); provided howeverNon-Disclosing Party agrees that during the Term and for the longest time permitted under applicable law after the expiration of this Agreement or the earlier termination of this Agreement for any reason, that each Party, its agents and representatives may disclose such information and data it will (i) hold any Confidential Information delivered or communicated to it by the Disclosing Party in the strictest confidence, including taking all reasonable precautions to prevent the inadvertent disclosure of any such Confidential Information to any unauthorized third party or parties and (ii) not, at any time without the Disclosing Party's direct ’s express written consent, which consent may be withheld by the Disclosing Party in its sole and indirect accountantsabsolute discretion (A) disclose, attorneysreproduce, prospective lendersdisplay, investment bankersperform, underwritersrecord, partnersbroadcast, memberstransmit, investors distribute, modify, translate, combine with other information or materials, create derivative works based on, exploit commercially, or otherwise use any such Confidential Information in any manner or medium whatsoever, (prospective and current)B) disclose or publicize any such Confidential Information or the terms of this Agreement to any third party or parties, employees, affiliates, officers, directors, consultants and advisors or (collectively, "Representatives"), in each case, solely C) discuss with or otherwise disclose or reveal to any third party or parties any information relating to the extent Disclosing Party’s business or the Non-Disclosing Party’s duties or responsibilities to the Disclosing Party, regardless of whether such information constitutes Confidential Information. Notwithstanding anything to the contrary herein, the Non-Disclosing Party shall have the right to disclose any of the terms or provisions of this Agreement upon any determination by the Non-Disclosing Party that such Representatives reasonably need to know such information in connection with assisting Purchaser disclosure is necessary in connection with the transaction contemplated herein, and Purchaser shall be liable to compliance by the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8Non-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply Disclosing Party with any mandatory provision of lawlegal requirement, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect including applicable obligations and requirements pursuant to generic disclosures about business federal and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceedingstate securities laws and listing standards.

No Disclosure of Confidential Information. Each Party agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement (collectively, the "Confidential Matters"); provided however, that each Party, its agents and representatives may disclose such information and data (i) to such Party's direct and indirect accountants, attorneys, prospective lenders, investment bankers, underwriters, partners, members, investors (prospective and current), employees, affiliates, officers, directors, consultants and advisors (collectively, "Representatives"), in each case, solely to the extent that such Representatives reasonably need to know such information in connection with assisting Purchaser in connection with the transaction contemplated herein, and Purchaser shall be liable to the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceeding.. - 67 -

No Disclosure of Confidential Information. Each The Non-Disclosing Party (as defined in Article XVIII) agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives that in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement and the relationship of the parties hereto, it will have access to Confidential Information of the Disclosing Party (collectivelyas defined in Article XVIII) and that such Confidential Information is vital, sensitive, confidential and proprietary to the Disclosing Party. Therefore, the "Confidential Matters"); provided howeverNon-Disclosing Party agrees that during the Term and 7 for the longest time permitted under applicable law after the Term, that each Party, its agents and representatives may disclose such information and data it will (i) hold any Confidential Information delivered or communicated to such it by the Disclosing Party in the strictest confidence, including taking all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized third party or parties and (ii) not, at any time without the Disclosing Party's direct ’s express written consent, which consent may be withheld by the Disclosing Party in its sole and indirect accountantsabsolute discretion (A) disclose, attorneysreproduce, prospective lendersdisplay, investment bankersperform, underwritersrecord, partnersbroadcast, memberstransmit, investors distribute, modify, translate, combine with other information or materials, create derivative works based on, exploit commercially or otherwise use the Confidential Information in any manner or medium whatsoever, (prospective and current)B) disclose or publicize any of the Confidential Information or the terms of this Agreement to any third party or parties, employeesor (C) discuss with, affiliatesor otherwise disclose or reveal to, officers, directors, consultants and advisors (collectively, "Representatives"), in each case, solely any third party or parties any information relating to the extent Disclosing Party’s business or the Non-Disclosing Party’s duties or responsibilities to the Disclosing Party, regardless of whether such information constitutes Confidential Information. Notwithstanding anything to the contrary herein, the Non-Disclosing Party shall have the right to disclose any of the terms or provisions of this Agreement upon any determination by the Non-Disclosing Party that such Representatives reasonably need to know such information in connection with assisting Purchaser disclosure is necessary in connection with the transaction contemplated herein, and Purchaser shall be liable to compliance by the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8Non-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply Disclosing Party with any mandatory provision of lawlegal requirement, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect including applicable obligations and requirements pursuant to generic disclosures about business federal and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceedingstate securities laws and listing standards.

No Disclosure of Confidential Information. Each The Non-Disclosing Party (as defined in Article XVIII) agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives that in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement and the relationship of the parties hereto, it will have access to Confidential Information of the Disclosing Party (collectivelyas defined in Article XVIII) and that such Confidential Information is vital, sensitive, confidential and proprietary to the Disclosing Party. Therefore, the "Confidential Matters"); provided howeverNon-Disclosing Party agrees that during the Term and for the longest time permitted under applicable law after the Term, that each Party, its agents and representatives may disclose such information and data it will (i) hold any Confidential Information delivered or communicated to such it by the Disclosing Party in the strictest confidence, including taking all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized third party or parties and (ii) not, at any time without the Disclosing Party's direct ’s express written consent, which consent may be withheld by the Disclosing Party in its sole and indirect accountantsabsolute discretion (A) disclose, attorneysreproduce, prospective lendersdisplay, investment bankersperform, underwritersrecord, partnersbroadcast, memberstransmit, investors distribute, modify, translate, combine with other information or materials, create derivative works based on, exploit commercially or otherwise use the Confidential Information in any manner or medium whatsoever, (prospective and current)B) disclose or publicize any of the Confidential Information or the terms of this Agreement to any third party or parties, employeesor (C) discuss with, affiliatesor otherwise disclose or reveal to, officers, directors, consultants and advisors (collectively, "Representatives"), in each case, solely any third party or parties any information relating to the extent Disclosing Party’s business or the Non-Disclosing Party’s duties or responsibilities to the Disclosing Party, regardless of whether such information constitutes Confidential Information. Notwithstanding anything to the contrary herein, the Non-Disclosing Party shall have the right to disclose any of the terms or provisions of this Agreement upon any determination by the Non-Disclosing Party that such Representatives reasonably need to know such information in connection with assisting Purchaser disclosure is necessary in connection with the transaction contemplated herein, and Purchaser shall be liable to compliance by the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8Non-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply Disclosing Party with any mandatory provision of lawlegal requirement, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect including applicable obligations and requirements pursuant to generic disclosures about business federal and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceedingstate securities laws and listing standards.