Common use of Press Release and Announcements; Confidentiality Clause in Contracts

Press Release and Announcements; Confidentiality. (a) No Party shall issue or cause the publication of any press release, public announcement or disclosure of, or otherwise communicate with any news media in respect of, this Agreement, the Transaction Documents, the Contemplated Transactions or the transactions contemplated by the Transaction Documents without the prior written consent of each other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or stock exchange rules, in which case the Party required to publish such press release or make such public announcement or disclosure shall allow each other Party a reasonable opportunity to comment on such press release, public announcement or disclosure in advance of such publication or disclosure, to the extent practicable. Notwithstanding anything to the contrary contained herein, following execution of this Agreement, Purchaser and its Affiliates shall be entitled to provide general information concerning the Contemplated Transactions hereby to their respective investors and limited partners for the purpose of fundraising, marketing or reporting or informational activities, in each case, without obtaining such prior approval. (b) Purchaser acknowledges that the information being provided to it in connection with the Contemplated Transactions hereby is subject to the terms of that certain confidentiality agreement by and between an Affiliate of Purchaser and Seller Parent, dated as of July 17, 2019, (the “Confidentiality Agreement”). Effective upon the Closing, the Confidentiality Agreement will automatically terminate with respect to information relating solely to the Business; provided, that Purchaser acknowledges that any and all other information provided to it by Sellers or their Representatives concerning or obligations related to Sellers or any of their Affiliates (other than the Acquired Companies and the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. (c) For a period equal to the longer of (x) five (5) years from the Closing Date or (y) three (3) years from the date of disclosure (including pursuant to Section 5.17), Seller Parent and its Affiliates shall maintain the confidentiality of, and not disclose, release or use, any confidential information relating to any Acquired Company or the Business that it may hold, except, (i) with the prior written consent of Purchaser, (ii) in connection with any court or other proceeding commenced between any of the Parties, or (iii) to the extent Seller Parent is required to disclose such information by Applicable Law (and only to the extent required by such law) or by any listing agreement with or listing rules of a national securities exchange applicable to such Party (and only to the extent required by such listing agreement or national securities exchange rules). In the event that any demand or request for disclosure of confidential information is made pursuant to clause (iii) above, Seller Parent and its Affiliates shall as promptly as practicable notify Purchaser of the existence of such request or demand so that Purchaser may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information and, if requested by Purchaser, cooperate with Purchaser (at its expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information in respect to such request or demand. If such a protective order or other remedy or the receipt of a waiver by Purchaser is not obtained and Seller Parent, its Affiliates or any of its Representatives is required by such law to disclose any confidential information, Seller Parent, its Affiliates or any of their respective Representatives may disclose only that portion of the confidential information that is required to be disclosed (as determined by legal counsel).

Press Release and Announcements; Confidentiality. (a) No Party shall issue From and after the date hereof, no press releases or cause the publication other releases of any press release, public announcement information related to this Agreement or disclosure of, or otherwise communicate with any news media in respect of, this Agreement, the Transaction Documents, the Contemplated Transactions will be issued or the transactions contemplated by the Transaction Documents released without the prior written consent of each other Party (both Purchaser and the Seller which consent shall not be unreasonably withheld; provided, conditioned however, that any Party or delayedits ultimate corporate parent shall be permitted to issue press releases, public announcements or other disclosures of information related to this Agreement, the Loan Agreement, or the Contemplated Transactions as are required by (a) any applicable securities Law, or (b) any rules or filing requirements of any national stock exchange upon which such Party’s or such Party’s ultimate corporate parent’s capital stock is traded (“Securities Laws”), except as may be required by Applicable Law or stock exchange ruleswithout having to obtain the consent of any other Party. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, Purchaser and Parent, in which case the Party required to publish such press release or make such public announcement or disclosure shall allow each other Party a reasonable opportunity to comment on such press release, public announcement or disclosure in advance sole and absolute discretion of such publication or disclosurePurchaser and Parent, to the extent practicable. Notwithstanding anything required or permitted by Securities Laws, shall be entitled to the contrary contained herein, following execution attach an executed copy of this Agreement, Purchaser without schedules or exhibits (unless and its Affiliates shall to the extent any such schedules or exhibits are required by Securities Laws to be entitled attached), to provide general information concerning any Form 8-K, 10-K, and 10-Q filed by the Contemplated Transactions hereby to their respective investors and limited partners for the purpose of fundraising, marketing or reporting or informational activities, in each case, without obtaining such prior approval. (b) Purchaser acknowledges that the information being provided to it in connection Parent with the Contemplated Transactions hereby is subject U.S. Securities and Exchange Commission without having to obtain the consent of Seller or any other Party or Person. The Seller and Purchaser agree to keep the terms of that certain confidentiality agreement by and between an Affiliate of Purchaser and Seller Parentthis Agreement confidential, dated as of July 17, 2019, (the “Confidentiality Agreement”). Effective upon the Closing, the Confidentiality Agreement will automatically terminate with respect to information relating solely to the Business; provided, that Purchaser acknowledges that any and all other information provided to it by Sellers or their Representatives concerning or obligations related to Sellers or any of their Affiliates (other than the Acquired Companies and the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. (c) For a period equal to the longer of (x) five (5) years from the Closing Date or (y) three (3) years from the date of disclosure (including pursuant to Section 5.17), Seller Parent and its Affiliates shall maintain the confidentiality of, and not disclose, release or use, any confidential information relating to any Acquired Company or the Business that it may hold, except, (i) with the prior written consent of Purchaser, (ii) in connection with any court or other proceeding commenced between any of the Parties, or (iii) to the extent Seller Parent is required to disclose such information by Applicable Law (and only except to the extent required by any applicable Securities Law and except that the Parties may disclose such law) terms to their respective Affiliates and their respective Affiliates’ respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by any listing agreement with or listing rules contract to keep the terms of a national securities exchange applicable to such Party (and only to the extent required by such listing agreement or national securities exchange rulesthis Agreement confidential). In The Parties acknowledge and agree that (i) the event that any demand or request for disclosure Confidentiality Agreement is still in full force and effect, (ii) the provisions of confidential information is made pursuant to clause the Confidentiality Agreement are hereby incorporated herein and shall be binding on Seller and Purchaser, as well as their respective Subsidiaries, in accordance with its terms, and (iii) abovenotwithstanding anything to the contrary set forth herein, Seller Parent the Confidentiality Agreement shall remain in full force and its Affiliates shall effect after the termination of this Agreement until May 4, 2023, as promptly as practicable notify Purchaser provided in the Confidentiality Agreement; provided, that the parties hereto or thereto may agree in writing to extend the term of the existence of such request or demand so that Purchaser may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information and, if requested by Purchaser, cooperate with Purchaser (at its expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information in respect to such request or demand. If such a protective order or other remedy or the receipt of a waiver by Purchaser is not obtained and Seller Parent, its Affiliates or any of its Representatives is required by such law to disclose any confidential information, Seller Parent, its Affiliates or any of their respective Representatives may disclose only that portion of the confidential information that is required to be disclosed (as determined by legal counsel)Confidentiality Agreement beyond said date.

Press Release and Announcements; Confidentiality. Unless required by any applicable law, rule, regulation or stock exchange requirement (a) No Party shall issue in which case each of Purchaser and the Sellers’ Representative shall, to the fullest extent permitted by law, rule, regulatory or cause stock exchange requirement, consult with the publication other party prior to any such disclosure as to the form and content of any such disclosure), from and after the date hereof, until the Closing Date, no press releasereleases, public announcement announcements to the employees, customers or disclosure of, suppliers of the Business or otherwise communicate with any news media in respect of, other releases of information related to this Agreement, the Transaction Documents, the Contemplated Transactions Agreement or the transactions contemplated by hereby will be issued or released except with the Transaction Documents without the prior written consent of each other Party (which consent shall not be unreasonably withheldboth Purchaser and the Sellers’ Representative. Subject to the foregoing, conditioned or delayed)the parties hereto agree to keep the terms of this Agreement confidential, except as may be required by Applicable Law or stock exchange rules, in which case the Party required to publish such press release or make such public announcement or disclosure shall allow each other Party a reasonable opportunity to comment on such press release, public announcement or disclosure in advance of such publication or disclosure, (x) to the extent practicablerequired by any applicable stock exchange requirement or reporting requirement under the Securities Exchange Act of 1934, as amended from time to time, in each case as such exceptions are applicable to Purchaser or its Affiliates, (y) that the parties may disclose such terms to their respective investors, prospective investors, employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract or a professional obligation to keep the terms of this Agreement confidential) and (z) to defend or maintain any litigation in connection with this Agreement. Notwithstanding anything to The parties hereto acknowledge and agree that Purchaser and Merger Sub are subsidiaries of a public company and such public company will disclose the contrary contained herein, following execution terms of this Agreement, Purchaser information regarding the Company Group and its Affiliates shall be entitled the transactions contemplated hereby in press releases and public filings (including filing a copy of this Agreement and any schedules and ancillary documents) solely in order to provide general information concerning the Contemplated Transactions hereby to their respective investors and limited partners for the purpose of fundraisingcomply with all applicable laws, marketing rules, regulations or reporting or informational activities, in each case, without obtaining such prior approval. (b) stock exchange requirements. Purchaser acknowledges that following the information being provided to it in connection with the Contemplated Transactions hereby date hereof, regardless of whether this Agreement is subject to the terms of terminated, that certain confidentiality agreement by and between an Affiliate of Purchaser the Company, Xxxxxxx Xxxxxx and Seller ParentPurchaser, dated as of June 1, 2012, as amended on each of June 10, 2012, May 8, 2014, July 1711, 20192014 and April 9, 2015 (as may be further amended, supplemented or modified, the “Confidentiality Agreement”), shall remain in full force and effect in accordance with its terms, except as modified by the provisions of this Section 8.3. Effective upon The parties hereto agree that such Confidentiality Agreement shall terminate automatically as of the Closing, the Confidentiality Agreement will automatically terminate except with respect to information relating solely to the Business; provided, that Purchaser acknowledges that any and all other information provided to it by Sellers or their Representatives concerning or obligations related to Sellers or any of their Affiliates (other than the Acquired Companies and the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. (c) For a period equal to the longer of (x) five (5) years from the Closing Date or (y) three (3) years from the date of disclosure (including pursuant to Section 5.17), Seller Parent and its Affiliates shall maintain the confidentiality of, and not disclose, release or use, any confidential information relating to any Acquired Company or the Business that it may hold, except, (i) with the prior written consent of Purchaser, (ii) in connection with any court or other proceeding commenced between regarding any of the Parties, Company Stockholders or (iii) to the extent Seller Parent is required to disclose such information by Applicable Law (and only to the extent required by such law) or by any listing agreement with or listing rules of a national securities exchange applicable to such Party (and only to the extent required by such listing agreement or national securities exchange rules). In the event that any demand or request for disclosure of confidential information is made pursuant to clause (iii) above, Seller Parent and its Affiliates shall as promptly as practicable notify Purchaser of the existence of such request or demand so that Purchaser may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information and, if requested by Purchaser, cooperate with Purchaser (at its expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information in respect to such request or demand. If such a protective order or other remedy or the receipt of a waiver by Purchaser is not obtained and Seller Parent, its Affiliates or any of its Representatives is required by such law to disclose any confidential information, Seller Parent, its Affiliates or any of their respective Representatives may disclose only that portion of the confidential information that is required to be disclosed (as determined by legal counsel)Affiliates.

Press Release and Announcements; Confidentiality. (a) No Party Purchaser shall issue one or cause more press releases or file with the publication SEC a Form 8-K (in either case, the “Disclosure Document”) disclosing all material terms of any press release, public announcement or disclosure of, or otherwise communicate with any news media in respect of, this the Agreement, the Transaction Documentstransactions contemplated hereby, and any other material non-public information that Purchaser or any of its officers, directors, employees or agents has provided to the Contemplated Transactions Sellers prior to the filing of the Disclosure Document. Purchaser represents and warrants to the Sellers that the Sellers shall not be in possession of any material, non-public information received from Purchaser or any of its officers, directors, employees or agents, and the Sellers shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with Purchaser or any of its Affiliates, relating to this Agreement or the transactions contemplated by the Transaction Documents without the prior written consent of each other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be hereby. Unless required by Applicable Law or stock exchange rules, law (in which case each of Purchaser and the Party required to publish such press release or make such public announcement or disclosure Sellers shall allow each other Party a reasonable opportunity to comment on such press release, public announcement or disclosure in advance of such publication or disclosureconsult, to the fullest extent practicable. Notwithstanding anything permitted by law, with the other party prior to any such disclosure as to the contrary contained herein, following execution form and content of this Agreement, such disclosure) or applicable rules of any stock exchange or quotation system on which Purchaser and or its Affiliates shall lists or trades securities, no press releases, announcements to employees of, or any other Persons having business dealings with, the Company or other releases of information related to this Agreement or the transactions contemplated hereby will be entitled issued or released without the consent of Purchaser. The Sellers and Purchaser agree to provide general information concerning the Contemplated Transactions hereby to their respective investors and limited partners for the purpose of fundraising, marketing or reporting or informational activities, in each case, without obtaining such prior approval. (b) Purchaser acknowledges that the information being provided to it in connection with the Contemplated Transactions hereby is subject to keep the terms of that certain confidentiality agreement by and between an Affiliate of Purchaser and Seller Parentthis Agreement confidential, dated as of July 17, 2019, (the “Confidentiality Agreement”). Effective upon the Closing, the Confidentiality Agreement will automatically terminate with respect to information relating solely to the Business; provided, that Purchaser acknowledges that any and all other information provided to it by Sellers or their Representatives concerning or obligations related to Sellers or any of their Affiliates (other than the Acquired Companies and the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. (c) For a period equal to the longer of (x) five (5) years from the Closing Date or (y) three (3) years from the date of disclosure (including pursuant to Section 5.17), Seller Parent and its Affiliates shall maintain the confidentiality of, and not disclose, release or use, any confidential information relating to any Acquired Company or the Business that it may hold, except, (i) with the prior written consent of Purchaser, (ii) in connection with any court or other proceeding commenced between any of the Parties, or (iii) to the extent Seller Parent is required to disclose such information by Applicable Law (and only except to the extent required by such applicable law) or by any listing agreement with or listing , applicable rules of a national securities any stock exchange applicable to such Party (and only to the extent required by such listing agreement or national securities exchange rules). In the event that any demand quotation system on which Purchaser or request for disclosure of confidential information is made pursuant to clause (iii) above, Seller Parent and its Affiliates shall lists or trades securities, or for financial reporting purposes, and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as promptly as practicable notify Purchaser of necessary in connection with the existence of such request or demand so that Purchaser may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information and, if requested by Purchaser, cooperate with Purchaser (at its expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information in respect to such request or demand. If such a protective order or other remedy or the receipt of a waiver by Purchaser is not obtained and Seller Parent, its Affiliates or any of its Representatives is required by such law to disclose any confidential information, Seller Parent, its Affiliates or any ordinary conduct of their respective Representatives may disclose only that portion businesses (so long as such Persons agree to or are bound by contract to keep the terms of the confidential information that is required to be disclosed (as determined by legal counselthis Agreement confidential).

Press Release and Announcements; Confidentiality. Unless required by Law (a) No Party shall issue in which case each of Purchaser and the Sellers’ Representative shall, to the fullest extent permitted by Law, consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases, announcements to the employees, customers or cause suppliers of the publication Business or other releases of any press release, public announcement or disclosure of, or otherwise communicate with any news media in respect of, information related to this Agreement, the Transaction Documents, the Contemplated Transactions Agreement or the transactions contemplated by the Transaction Documents hereby will be issued or released without the prior written consent of each other Party both Purchaser and the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). The parties hereto agree to keep the terms of this Agreement confidential, except as (i) that any party may be make any public disclosure to the extent it believes in good faith that it is required by Applicable applicable Law or stock any listing or trading agreement or the rules and regulations of any securities exchange rules, or automated securities quotation system concerning its publicly-traded securities (in which case the Party required to publish such press release or make such public announcement or disclosure shall allow each other Party a reasonable opportunity to comment on such press release, public announcement or disclosure in advance of such publication or disclosuredisclosing party will, to the extent practicable. Notwithstanding anything permitted by applicable Law, any such listing or trading agreement, rules or regulations, use its commercially reasonable efforts to advise the other party prior to making the disclosure, deliver a copy of such proposed disclosure to the contrary contained hereinother party (and accept any reasonable comments provided by such other party) and use commercially reasonable efforts to seek confidential treatment of such disclosure), following execution of this Agreement, Purchaser and its Affiliates shall be entitled to provide general information concerning (ii) that the Contemplated Transactions hereby parties may disclose such terms to their respective investors investors, employees, accountants, advisors and limited partners for the purpose of fundraising, marketing or reporting or informational activities, in each case, without obtaining such prior approval. (b) Purchaser acknowledges that the information being provided to it other representatives as necessary in connection with the Contemplated Transactions hereby is subject ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The parties acknowledge that following the date hereof, regardless of whether this Agreement is terminated, that certain confidentiality agreement by and between an Affiliate of Purchaser the Company and Seller ParentTreeHouse Foods, Inc., dated as of July 17February 24, 2019, 2014 (the “Confidentiality Agreement”). Effective upon the Closing, the Confidentiality Agreement will automatically terminate shall remain in full force and effect in accordance with respect to information relating solely to the Business; provided, that Purchaser acknowledges that any and all other information provided to it by Sellers or their Representatives concerning or obligations related to Sellers or any of their Affiliates (other than the Acquired Companies and the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Dateits terms. (c) For a period equal to the longer of (x) five (5) years from the Closing Date or (y) three (3) years from the date of disclosure (including pursuant to Section 5.17), Seller Parent and its Affiliates shall maintain the confidentiality of, and not disclose, release or use, any confidential information relating to any Acquired Company or the Business that it may hold, except, (i) with the prior written consent of Purchaser, (ii) in connection with any court or other proceeding commenced between any of the Parties, or (iii) to the extent Seller Parent is required to disclose such information by Applicable Law (and only to the extent required by such law) or by any listing agreement with or listing rules of a national securities exchange applicable to such Party (and only to the extent required by such listing agreement or national securities exchange rules). In the event that any demand or request for disclosure of confidential information is made pursuant to clause (iii) above, Seller Parent and its Affiliates shall as promptly as practicable notify Purchaser of the existence of such request or demand so that Purchaser may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information and, if requested by Purchaser, cooperate with Purchaser (at its expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the confidential information in respect to such request or demand. If such a protective order or other remedy or the receipt of a waiver by Purchaser is not obtained and Seller Parent, its Affiliates or any of its Representatives is required by such law to disclose any confidential information, Seller Parent, its Affiliates or any of their respective Representatives may disclose only that portion of the confidential information that is required to be disclosed (as determined by legal counsel).