Common use of Parent and Acquisition Corp Clause in Contracts

Parent and Acquisition Corp. PARENT and ACQUISITION CORP. recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as operational policies, pricing and cost policies, and insurance costs that are valuable, special and unique assets of the COMPANY's business. PARENT and ACQUISITION CORP. agree that, prior to the Closing, or if the Transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of PARENT or ACQUISITION CORP., (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), PARENT and ACQUISITION CORP. shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with the filing of the Registration Statement and the IPO and the securities laws applicable thereto and to the operation of PARENT as a publicly held entity after the IPO. In the event of a breach or threatened breach by PARENT or ACQUISITION CORP. of the provisions of this Section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining PARENT and ACQUISITION CORP. from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.