Common use of PENTACON AND NEWCO Clause in Contracts

PENTACON AND NEWCO. Pentacon and Newco recognize and acknowledge that they had in the past and currently have access to certain confidential information of the Company, including, but not limited to, customer and prospect lists, financial information, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's business. Pentacon and Newco agree that, prior to the Consummation Date, or if the transactions contemplated by this Agreement are not consummated, they will not, appropriate or make use of any such information, whether for its own benefit or the benefit of any other person or entity, for any purpose whatsoever (except pending the Consummation Date, effecting the transactions contemplated hereby) 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 Pentacon or Newco, (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), Pentacon and Newco 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 Pentacon as a publicly held entity after the IPO. In the event of a breach or threatened breach by Pentacon or Newco of the provisions of this Section, the Company and the Stockholders shall be entitled to an injunction restraining Pentacon and Newco 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.

PENTACON AND NEWCO. Pentacon and Newco recognize and acknowledge that they had in the past and currently have access to certain confidential information of the Company, including, but not limited to, customer and prospect lists, financial information, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's business. Pentacon and Newco agree that, prior to the Consummation Date, or if the transactions contemplated by this Agreement are not consummated, they will not, appropriate or make use of any such information, whether for its own benefit or the benefit of any other person or entity, for any purpose whatsoever (except pending the Consummation Date, effecting the transactions contemplated hereby) 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 Pentacon or Newco, (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), Pentacon and Newco shall, if possible, give prior written notice thereof to the Company and the Stockholders Stockholder and provide the Company and the Stockholders Stockholder 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 Pentacon as a publicly held entity after the IPO. In the event of a breach or threatened breach by Pentacon or Newco of the provisions of this Section, the Company and the Stockholders Stockholder shall be entitled to an injunction restraining Pentacon and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Company and the Stockholders Stockholder from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The foregoing shall not be construed as restricting the last sentence of Section 5 of the Founders Employment Agreement to be entered into between the Stockholder and the Company effective as of the IPO.