Common use of Press Releases and Communications Clause in Contracts

Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial press release with respect to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.

Press Releases and Communications. The parties agree that (i) Prior to the Closing, no press release or public announcement related to this Agreement or the transactions contemplated herein, any other announcement or communication to the employees, clients or suppliers of the Company, shall be issued or made by any party hereto without the joint approval of Buyer and Seller, unless required by law (in the Company and/or Holdings reasonable opinion of counsel) in which case Buyer and Seller shall each have the right to issue an initial review such press release with respect release, announcement or communication prior to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review)its issuance, and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closingdistribution or publication; provided, however, that (a) the foregoing will shall not restrict or prohibit Seller, its Subsidiaries or an Acquired the Company from making any announcement to its employees, customers and other business relations following consultation with Buyer to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments the Company reasonably determines in good faith that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. Vestar Capital Partners (“Vestar”) and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and use the name of the Company and the Acquired Companies its Subsidiaries and their logos (including their performance and improvementsany abbreviation, variation or derivative thereof) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and Vestar’s or its Affiliates, including ’ fund raising, marketing, informational or reporting activities, as applicable. Notwithstanding anything contained herein to the contrary, in no event will shall Buyer or, after the Closing, the Acquired Companies Company have any right to use Kohlberg & Company, L.L.C.Vestar’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Vestar. The Buyer hereby consents and grants to Seller and Vestar, effective upon the Closing and thereafter, on behalf of itself and the Company and its Subsidiaries, the non-exclusive right and license to use the Company’s, L.L.C.and each of its Subsidiary’s, name and associated xxxx and logo to describe its investment in, and its historic relationship with, the Company and its Subsidiaries on its website and in marketing and promotional materials.

Press Releases and Communications. The parties agree that No press release or other public announcement or other disclosure related to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby shall be issued by Buyer without the prior written consent of Sellers’ Representative, or by Sellers or Sellers’ Representative without the prior written consent of Buyer, unless required by applicable Law, any Governmental Authority or any rule or other requirement of any applicable securities exchange (i) Buyer and in each case, on the Company and/or Holdings advice of outside counsel), in which case the non-disclosing Party shall each have the right to issue an initial review such press release release, public announcement or other disclosure prior to its issuance; provided, that the foregoing shall not restrict any Party from disclosing any information regarding the transactions contemplated by the Agreement or the other Transaction Documents (a) to any of its direct and indirect equity holders (including fund limited partners), Affiliates and its and their respective Representatives and financing sources, (b) for purposes of compliance with its or its Affiliates’ respective financial or Tax reporting obligations, (c) in connection with its or its Affiliates’ fundraising or marketing activities or (d) as may be required to enforce the terms of this Agreement, provided further, that the forgoing shall not restrict Buyer, Buyer Parent or Platinum Equity Advisors, LLC (or with respect to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement clause (which the other party has had an opportunity to reviewiii), and Sellers or Sellers’ Representative) from disclosing any information regarding the transactions contemplated by the Agreement or other Transaction Documents (i) as may be required by applicable Law, the fiduciary duties of the Buyer, Buyer Parent, Buyer Parent’s board of directors or Platinum Equity Advisors, LLC, (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to as may be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of obligations pursuant to any listing agreement with any national securities exchange to makeor (iii) that is consistent in all material respects with previous press releases, issue public disclosures or releasepublic statements made by a party hereto in accordance with this Section 7.12, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in including investor conference calls, filings with the SEC, Q&As or other publicly disclosed documents, in each case under this clause (c) to the extent such disclosure is still accurate. Nothing in this Section 7.12 shall restrict or prohibit Buyer, Buyer Parent or Platinum Equity Advisors, LLC or any of their respective affiliates from making any (i) customary announcement or other communication in connection with the arrangement of the Financing (including, for the avoidance of doubt, such announcement or communications that Buyer, Buyer Parent or Platinum Equity Advisors, LLC reasonably determines in good faith are required to ensure that any document concerning the Financing does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances in which they are made), or (ii) any disclosures regarding the Company in connection with the Financing to the extent that such disclosure is of the type and nature previously disclosed by the Company to investors in its securities. For the avoidance of doubt, the parties hereto acknowledge any public filings providing notice to or seeking approval from any Governmental Authority made pursuant to Section 7.04 shall be governed by Section 7.04 and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of not this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.Section 7.12.

Press Releases and Communications. The parties agree that No press release or public announcement related to this Agreement or the transactions contemplated hereby, or prior to the Closing, any other announcement or communication to the employees, independent contractors, customers or suppliers or other business relations of the Company or any of its Subsidiaries, will be issued or made by any party hereto (ior any Affiliate or representative of a party) Buyer without the joint prior written approval of Parent and the Company, unless required by law, including stock exchange requirements (in the reasonable opinion of counsel to Parent or the Company, as applicable) in which case Parent and the Company and/or Holdings shall each will have the right to issue an initial review such press release with respect release, announcement or communication prior to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review)its issuance, and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closingdistribution or publication; provided, however, that (a) prior to Closing the foregoing will not restrict or prohibit Seller, the Company or any of its Subsidiaries or an Acquired Company from making any non-public announcement with respect to its this Agreement or the transactions contemplated hereby to their respective employees, customers independent contractors, customers, suppliers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements the Company or acknowledgments such Subsidiary reasonably determines in good faith that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable advisable, but Parent and the Company will have the right to be made in filings with the SECreview such announcement or communication prior to its issuance, distribution or publication. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & CompanyXxxx Capital, L.L.C. LP and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and the Company and the Acquired Companies its Subsidiaries (including its and their performance and improvementsimprovements prior to Closing) in connection with the ordinary course business operations of Kohlberg & CompanyXxxx Capital, L.L.C. and its Affiliates, including LP’s fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, unless required by law or applicable stock exchange requirement, in no event will Buyer orParent, after the Closing, the Acquired Companies Surviving Corporation or any of its Subsidiaries, or any of their respective Affiliates or representatives, have any right to use Kohlberg & CompanyXxxx Capital, L.L.C.LP’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public publicly disseminated document or communication without the express prior written consent of Kohlberg & CompanyXxxx Capital, L.L.C.LP (which may be withheld, conditioned or delayed by Xxxx Capital, LP in its sole and unfettered discretion).

Press Releases and Communications. The parties agree that (i) Buyer and No press release or public announcement related to this Agreement or the Merger, or prior to the Closing, any other announcement or communication to the employees, customers or suppliers of the Company and/or Holdings or its Subsidiaries, shall each have the right to issue an initial press release with respect to the execution of this Agreement to be issued promptly following or made by or on behalf of the execution and delivery Company, Parent or Merger Sub without the prior written consent of this Agreement (which the other parties hereto, unless required by Law or applicable stock exchange rules (in the reasonable advice of counsel) in which case the issuing party has had an opportunity will use reasonable best efforts to review)allow the other parties reasonable time to review and comment on such press release, and (ii) Buyer and the Company shall each have the right announcement or communication prior to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closingits issuance, distribution or publication; provided, however, that (a) following the public announcement of the Transactions, the foregoing will not restrict or prohibit Seller, the Company or any of its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements the Company or acknowledgments such Subsidiary reasonably determines in good faith that such party announcement is required by applicable Laws necessary or advisable or is necessary to comply with any Law or the requirements of any national securities exchange Contract to makewhich the Company or any of its Subsidiaries are a party (in which case the Company will use reasonable best efforts to allow Parent reasonable time to review and comment on such announcement prior to its issuance, issue distribution or releasepublication). Following the public announcement of the Transactions, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. each Holder and its respective Affiliates may (except for the Acquired Companiesa) may provide general information about the subject matter of this Agreement, Seller, Agreement and the Company and the Acquired Companies its Subsidiaries (including its and their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and such Holder’s or its Affiliates, including fund raising, ’ marketing, informational or reporting activitiesactivities and (b) report and disclose the status of this Agreement and the Transactions to their respective direct and indirect limited partners or investors. Notwithstanding anything contained herein to the contrary, in no event will Buyer Parent or, after the Closing, the Acquired Companies Surviving Corporation have any right to use Kohlberg & Company, L.L.C.any Holder’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & such Holder or its Affiliate. The Company, L.L.C.Parent and Merger Sub agree to keep the terms of this Agreement confidential, except to the extent required by Law or for financial reporting purposes or obtaining any Required Regulatory Approvals and except that the parties may disclose such terms to their 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 contract to keep the terms of this Agreement confidential).

Press Releases and Communications. The parties agree that No press release or public announcement related to this Agreement or the Transaction will be issued or made without the joint approval of Purchaser and Seller (i) Buyer which approval will not to be unreasonably withheld, conditioned, or delayed), unless required by Law or applicable stock exchange rules and the Company and/or Holdings shall each regulations, in which case Purchaser and Seller, as applicable, will have the right to review and consult with the other party on any such press release or public announcement prior to publication to the extent reasonably practicable; provided, that, from and after the Closing Date, such consent or review and consultation, as the case may be, will only be necessary to the extent reasonably practicable and no such consent or review and consultation will be necessary to the extent that any such press release or public announcement does not contain any previously-redacted information not already contained in any previous press release or public announcement that was otherwise made in compliance with this Section 10.01; provided, further that (a) each of Seller and Purchaser and their respective Affiliates will be entitled to communicate with its and its Affiliates' respective directors, managers, officers, employees, current or prospective limited partners and investors in connection with their fundraising and reporting activities or otherwise in the ordinary course of their respective businesses; and (b) Seller will not, and will cause each of the Company and its Subsidiaries to not, prior to the Closing, make any broad-based announcements or disclosures regarding the Transaction to any employees, customers, suppliers, or other business partners of the Company or its Subsidiaries without the prior written consent of Purchaser. Notwithstanding the foregoing, from the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), the Company will not, and will use its reasonable best efforts to cause the SPAC and the other parties to the Business Combination Agreement (the "SPAC Parties") not to, issue any press release or public announcement related to the SPAC Termination without Purchaser's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and the timing of the initial press release shall be discussed and mutually agreed between Purchaser and the Company and enforced against the SPAC Parties by the Company. If, from the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), any SPAC Parties coordinate with the Company regarding any press release or public announcement related to the SPAC Termination, the Company will use its reasonable best efforts to share the terms and provisions of such press release or public announcement with Purchaser and consult with Purchaser as to the content and timing of such release; provided, that the Company shall not be obligated to disclose any information (or take any action that could result in the disclosure of such information) the disclosure of which would breach (or would reasonably be expected to breach) its confidentiality obligations to the SPAC, based on the reasonable advice of counsel, under the Business Combination Agreement. Neither Seller nor the Company will, and the Company will use its reasonable best efforts to cause the SPAC Parties not to, issue an initial press release with respect or public announcement related to the execution of SPAC Termination, this Agreement or the Transaction prior to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a Purchaser's initial press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.announcement.

Press Releases and Communications. The parties agree that (ia) Buyer No press release or public announcement related to this Agreement or the transactions contemplated herein, or prior to the Closing any other announcement or communication to the employees, customers or suppliers of the Company, shall be issued or made by any party hereto (or any Affiliate to a party hereto) without the joint approval of the Purchaser and the Company, unless required by Law (in the reasonable opinion of counsel) in which case the Purchaser and the Company and/or Holdings shall each have the right to issue an initial review such press release with respect to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, announcement or limit Buyer communication prior to issuance, distribution or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECpublication. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. the Stockholders and its their respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) Agreement in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including their fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer shall the Purchaser or, after the Closing, the Acquired Companies Company or the Surviving Corporation have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ the name or xxxxxxxx of any Stockholder or Optionholder, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Companysuch Stockholder or Optionholder. (b) Notwithstanding anything to the contrary in subsection (a) above, L.L.C.a party may, without the prior consent of the other parties hereto, (i) issue or cause publication of any such press release or public announcement to the extent that such party reasonably determines, after consultation with outside legal counsel, such action to be required by Law or by the rules of any applicable self-regulatory organization (including, without limitation, federal and state securities laws and the rules and regulations of the NYSE or NASDAQ), in which event such party will use its commercially reasonable efforts to allow the other parties hereto reasonable time to comment on such press release or public announcement in advance of its issuance, (ii) disclose that it has entered into this Agreement and the other Sale Documents, and may provide and disclose information regarding this Agreement, the parties to this Agreement and the other Sale Documents, the Facilities and the other assets and properties subject hereto and thereto, and such additional information which such party may reasonably deem necessary, to its proposed investors in connection with a public offering or private offering of securities, or any current or prospective lenders with respect to its financing, and to investors, analysts and other parties in connection with earnings calls and other normal communications with investors, analysts and other parties, or (iii) include any information in a prospectus, prospectus supplement or other offering circular or memorandum in connection with public or private capital raising or other activities undertaken by such party.

Press Releases and Communications. The parties agree that (i) No press release or public announcement related to this Agreement or the transactions contemplated herein, or prior to the Closing, any other announcement or communication to the employees, customers or suppliers of the Company or any of its Subsidiaries, will be issued or made by any party hereto without the joint approval of Buyer and the Company and/or Holdings Representative, unless required by applicable law or the rules or regulations of any applicable United States securities exchange or Governmental Body to which the relevant party is subject, in which case such party subject to such regulatory obligation shall each have the right to issue an initial press release with respect make such disclosure as required by applicable law, without the obligation to obtain the execution approval of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closingparty; provided, however, that (a) such party shall provide the other party the opportunity to review and comment on any such press release, announcement or communication; provided, further, that the foregoing will not restrict or prohibit Seller, the Company or any of its Subsidiaries or an Acquired Company from from, after good faith consultation with Buyer, making any announcement to its employees, customers and other business relations to the extent Seller the Company or such Subsidiary reasonably determines, in good faith and Buyer agree and (b) nothing contained herein limits any party from making any announcementsafter consultation with Buyer, statements or acknowledgments that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Companyfollowing the Closing, L.L.C. Parthenon and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and the Company and the Acquired Companies its Subsidiaries (including its and their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and Parthenon's or its Affiliates, including ' fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies Company or any of its Subsidiaries or Affiliates have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ Parthenon's name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & CompanyParthenon. Within thirty days following the Closing, L.L.C.Buyer shall amend the constitutional documents of the Blocker to remove "Parthenon" from its name and shall promptly provide evidence of the same to the Representative.

Press Releases and Communications. The parties agree that (i) Buyer and No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Closing, any other announcement or communication to the employees, customers, suppliers or other business relations of the Company and/or Holdings or any of its Subsidiaries, shall each be issued or made without the joint approval of Parent and Seller (such approval not to be unreasonably withheld, conditioned or delayed), unless required by Law (in the reasonable opinion of counsel) in which case Parent and Seller shall have the right to issue an initial review and comment on such press release or announcement prior to publication and Parent and Seller shall consider in good faith any such comments received; provided, that Seller shall be entitled to communicate with respect to and may disclose the execution terms and the existence of this Agreement and the transactions contemplated herein to be issued promptly following its direct and indirect equityholders, as applicable, in order that such Persons may provide information about the execution and delivery subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors (which the other party has had an opportunity provided such investors are subject to review)customary confidentiality agreements) in connection with their ordinary course fundraising and reporting activities, and (ii) Buyer and following the Company shall each have the right to issue a press release confirming the closing consummation of the transactions contemplated hereby to be issued promptly following the Closing; providedherein, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree its Affiliates shall retain the right to disclose the Company’s and (b) nothing contained herein limits its Subsidiaries’ historical sales and earnings information for the period during which the Company was owned by Seller so long as such disclosures are consistent with the financial information included in the Proxy Statement or any party from making any announcements, statements or acknowledgments that such party is required subsequent filings by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings Parent with the SEC, in each case, in connection with any ordinary course fundraising and reporting activities. For the avoidance of doubt, each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for parties’ prior public disclosures regarding the Acquired Companies) may provide general information about the subject matter of transactions contemplated by this Agreement. Nothing contained herein shall restrict or prohibit Parent (or any of its Affiliates or its and their respective representatives) from making any announcements or communications regarding the transactions contemplated herein, Sellerincluding filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, the Company and the Acquired Companies if such announcement or communication (including their performance and improvementsfiling) in connection is required by applicable securities Law or pursuant to any listing agreement with the ordinary course business operations or rules of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational any national securities exchange or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.association.

Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial No press release with respect or public announcement related to this Agreement or the transactions contemplated hereby, or, prior to the execution of Closing, any other announcement or communication related to this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will be issued promptly following or made by any party hereto without the Closingjoint approval of the Buyer and the Sellers’ Representative, in each case unless required by law (in the reasonable opinion of counsel), court process or the rules or regulations of any national securities exchange, in which case the party required to make the press release, announcement or communication shall use its reasonable best efforts to allow the Seller’s Representative (in the case of Buyer) or Buyer (in the case of any Seller, the WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereof; provided, however, that (a) the foregoing will not restrict or prohibit Seller, (a) the Company or its Subsidiaries or an Acquired Company from making any announcement to its employees, customers independent contractors, customers, suppliers and other business relations to the extent Seller and Buyer agree and the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) nothing contained herein limits any party Buyer or its Affiliates from making any announcementscommunications to the Company’s or its Subsidiaries’ customers, statements or acknowledgments suppliers and other business relations to the extent Buyer reasonably determines in good faith that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. the WCAS Blocker and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies Agreement (including their performance and improvementsexcluding any economic or other substantive terms hereof) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and WCAS Blocker or its Affiliates, including Affiliate’s fund raising, marketing, informational marketing or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C..

Press Releases and Communications. The parties agree that No press release or public announcement related to this Agreement or the transactions contemplated herein, or prior to the Closing any other announcement or communication to the employees, customers or suppliers of the Company or its Subsidiaries (other than Senior Personnel, any employee party to any Ancillary Agreement, any Specified Employee (during the Specified Period only), any Accepting Specified Employee, any Considering Specified Employee (during the Specified Period and each Extension Period applicable to such Considering Specified Employee) or any Person who is included in clause (i) Buyer of the definition of Knowledge), shall be issued or made by any party hereto (or any Affiliate of a party hereto) without the joint approval of the Purchaser and the Company and/or Holdings Seller, unless required by Law or the listing requirements of the Nasdaq (on the reasonable advice of counsel) in which case the Purchaser and the Seller shall each have the right to issue an initial review such press release with respect release, announcement or communication prior to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review)issuance, and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict distribution or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations publication to the extent Seller reasonably practicable and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required permitted by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECLaw. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. (i) the Seller and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) Agreement in connection with the ordinary course business operations of Kohlberg & Companytheir fundraising and/or SEC filing and reporting activities, L.L.C. (ii) Purchaser and its Affiliates, including fund raising, marketing, informational or Affiliates may make customary disclosures to their respective current and prospective investors in connection with fundraising and/or reporting activities, (iii) if a press release or public announcement related to this Agreement or the transactions contemplated herein is jointly approved by the Purchaser and the Seller has been made (an “Approved Release”), Purchaser or Seller or their respective Affiliates may make other press release or public announcements without obtaining additional approval under this Section 13.02 to the extent such release or announcement contains only such information concerning this Agreement or the transactions contemplated herein contained in an Approved Release. Notwithstanding anything contained herein to the contrary, in no event will Buyer orunless required by Law or the listing requirements of the Nasdaq (on the reasonable advice of counsel), the Purchaser, and after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ shall not use the name or xxxxxxxx of any post-Closing Affiliates of the Seller, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other similar public document or communication relating to the transactions contemplated by this Agreement without the express written consent of Kohlberg & Companythe Seller, L.L.C.other than to the extent included in any Approved Release.

Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial No press release with respect or public announcement related to this Agreement or the transactions contemplated hereby, or, prior to the execution of Closing, any other announcement or communication related to this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will be issued promptly following or made by any party hereto without the Closingjoint approval of Buyer and the Sellers’ Representative, in each case unless required by law (in the reasonable opinion of counsel), court process or the rules or regulations of any national securities exchange, in which case the party required to make the press release, announcement or communication shall use its reasonable best efforts to allow the Seller’s Representative (in the case of Buyer) or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereof; provided, however, that (a) the foregoing will not restrict or prohibit Seller, (a) the Company or its Subsidiaries or an Acquired Company from making any announcement to its employees, customers independent contractors, customers, suppliers and other business relations to the extent Seller and Buyer agree and the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) nothing contained herein limits any party Buyer or its Affiliates from making any announcementscommunications to the Company’s or its Subsidiaries’ customers, statements or acknowledgments suppliers and other business relations to the extent Buyer reasonably determines in good faith that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. WCAS Blocker and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies Agreement (including their performance and improvementsexcluding any economic or other substantive terms hereof) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and WCAS Blocker or its Affiliates, including Affiliate’s fund raising, marketing, informational marketing or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C..

Press Releases and Communications. The parties agree that (i) No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto without the joint approval of Buyer and Seller; provided, that the Company and/or Holdings shall each have the right to issue an initial press release with respect to the execution provisions of this Agreement Section 12.01 shall not prohibit (a) any disclosure or filing required by any applicable Law (including any federal securities laws); provided that, prior to be issued promptly following the execution Closing, if such disclosure or filing is being made by Buyer in order to comply with federal or state securities Laws or as reasonably necessary in connection therewith (including in investor conference calls), at least two (2) Business Days prior to making any such disclosure or filing, Buyer shall provide Seller with a draft of such disclosure or filing and delivery of this Agreement (which the other party has had an opportunity to review), and comment thereon before such disclosure or filing is made or (iib) Buyer and any disclosure made in connection with the Company shall each have the enforcement of any right or remedy relating to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closingthis Agreement; provided, however, provided further that (a) the foregoing will shall not restrict or prohibit Seller, its Subsidiaries or an Acquired Company the Osmose Entities from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least two (2) Business Days prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers customers, suppliers and other business relations relationships to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments the Osmose Entities reasonably determines in good faith that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & CompanyOaktree Capital Management, L.L.C. L.P. and its respective Affiliates (except for the Acquired CompaniesOsmose Entities and their Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) Agreement in connection with the ordinary course business operations of Kohlberg & CompanyOaktree Capital Management, L.L.C. and L.P.’s or its Affiliates, including ’ normal fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will shall Buyer or, after the Closing, the Acquired Companies Osmose Entities have any right to use Kohlberg & CompanyOaktree Capital Management, L.L.C.L.P.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & CompanyOaktree Capital Management, L.L.C.L.P.

Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial No press release with respect or public announcement related to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of or the transactions contemplated hereby to herein shall be issued promptly following or made, except as required by applicable Law, without the Closingjoint approval of Purchaser, the Blockers and the Company; provided, however, that that, notwithstanding anything to the contrary in this Agreement, (a) any Selling Party which is a private equity sponsor or similar financial firm shall have the foregoing will not restrict or prohibit Sellerright to (i) communicate and discuss with, and disclose the terms of the Agreement and the transactions contemplated hereby to, its Subsidiaries Affiliates and its and its Affiliates’ officers, directors, principals, partners, agents, existing and prospective partners, members, stockholders or an Acquired Company from making any announcement to its employeesinvestors, customers auditors, advisors, bankers, counsel and other business relations representatives (the “Permitted Parties”) as necessary in connection with their customary reporting activities (so long as such Permitted Parties agree to, or are bound by contract or professional or fiduciary obligations to, keep the terms of this Agreement confidential) and (ii) after the Closing, disclose any information concerning the transactions contemplated by this Agreement which it deems appropriate in its reasonable judgement; provided, that, such Selling Party shall to the extent Seller reasonably practicable provide drafts of any written public disclosures to Purchaser in advance of their release and Buyer agree consider any comments timely proposed by Purchaser in good faith unless such public disclosure (x) is consistent with previous public disclosures that Purchaser had an opportunity to review or (y) relates to a dispute among the parties and (b) nothing contained herein limits Purchaser may disclose any party from making any announcementsinformation concerning the transactions contemplated by this Agreement which it deems appropriate in its reasonable judgement in light of its status as a publicly owned company, statements or acknowledgments that such party is required by applicable Laws or including to securities analysts and 52 institutional investors and in press interviews; provided, that, Purchaser shall to the requirements extent reasonably practicable provide drafts of any national securities exchange written public disclosures to make, issue or release, or limit Buyer or Seller from making the Company in advance of their release and consider any comments timely proposed by the Company in good faith unless such public disclosure (i) is consistent with previous public disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and had an opportunity to review or (ii) relates to a dispute among the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.parties.

Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial press release with respect to the execution of announcing this Agreement to be issued promptly following the execution Agreement, any ancillary agreements and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to herein shall be issued promptly following in substantially the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required form mutually agreed upon by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activitiesPurchaser. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any No other press release, public announcement or public filing related to this Agreement or the transactions contemplated herein, or prior to the Closing any other public document announcement or communication to the employees, customers or suppliers of the Company or its Subsidiaries, shall be issued or made by any party hereto without the express written consent joint approval of Kohlberg & Companythe Purchaser and the Company (which approval shall not be unreasonably withheld, L.L.C.delayed or conditioned), unless required by Law or stock exchange rules; provided that (a) no Party shall be required to obtain approval or provide materials for review to the extent that the applicable press release, announcement, public filing or communication consists of information that has previously been made public without breach of the obligations under this Section 10.01 and (b) Purchaser may disclose any information concerning the transactions contemplated by this Agreement which it deems appropriate in its reasonable judgement in light of its status as a public owned company, including to securities analysts and institutional investors and in press interviews. In the event that any such additional press release, public announcement or public filing is required by or advisable under applicable Law or stock exchange rules, the party obligated to make such press release, public announcement or public filing shall use commercially reasonably efforts to provide the other party with reasonable advance notice of such requirement and the content of the proposed press release, announcement or filing and a reasonable opportunity to review and comment on such release, announcement or filing and consider in good faith any comments with respect thereto. The Parties understand and agree that Purchaser or its Affiliates intend to publicly disclose the existence and terms of this Agreement and the transactions contemplated hereby subsequent to the execution of this Agreement.

Press Releases and Communications. The parties agree that (i) Buyer and Prior to the Closing, no press release or public announcement related to this Agreement or the Transactions or any other announcement or communication to the employees, customers or suppliers of the Company and/or Holdings or any of its Subsidiaries shall each have be issued or made by any party hereto without prior consultation with the right other party, unless required by Law (in the reasonable opinion of counsel), in which case the party seeking to issue an initial or make such press release with respect release, announcement or communication shall use reasonable efforts to provide the execution other parties a reasonable opportunity to comment on such press release, announcement or communication in advance of this Agreement to be issued promptly the issuance or making thereof; provided that, following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing issuance of the transactions contemplated hereby to be issued promptly following the Closing; providedAnnouncement Press Release, however, that (a) the foregoing will not restrict or prohibit SellerXxxxxx Xxxxxx Inc., the Company or any of its Subsidiaries or an Acquired Company from making any announcement to its any employees, customers existing or potential investors, equityholders, members, managers, customers, suppliers and other business relations of the Company or its Subsidiaries (as applicable) to the extent Seller Xxxxxx Xxxxxx Inc., the Company or such Subsidiary (as applicable) reasonably determines in good faith that such announcement is necessary or advisable; provided, further, that Xxxxxx Xxxxxx Inc. and Buyer agree and (b) nothing contained herein limits any party from making any announcementshereto may, statements or acknowledgments subsequent to the issuance of a press release that such party is required was approved by applicable Laws or the requirements of any national securities exchange to makeparties, issue or press releases without prior approval so long as the content of such subsequent press release does not expand upon such previously approved press release. Notwithstanding the foregoing, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable Parent and the Company shall each cooperate to prepare a press release to be made in filings with issued on or promptly after the SECdate of this Agreement (the “Announcement Press Release”) and a press release to be issued on or promptly after the Closing Date. For Notwithstanding any other provision herein to the avoidance of doubtcontrary, the parties hereto acknowledge and agree that Kohlberg & Companyeach of Xxxxxx Xxxxxx Inc., L.L.C. the Stockholders that are affiliated with private equity firms and its their respective Affiliates (except for shall not be restricted from making any announcement or communications related to this Agreement or the Acquired Companies) may provide general information about Transactions following the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activitiesClosing. Notwithstanding anything contained herein to the contrary, in no event will Buyer Parent or, after the Closing, the Acquired Companies Company have any right to use Kohlberg & CompanyXxxxxx Xxxxxx Inc.’s, L.L.C.any Stockholder’s or its their respective Affiliates’ name marks or xxxxlogos, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or public communication without the express prior written consent of Kohlberg & Company, L.L.C.Xxxxxx Xxxxxx Inc. or the applicable Stockholder or Affiliate. The parties agree that the initial press release(s) to be issued with respect to the Closing or the execution of this Agreement shall take into account the reasonable comments of the other party. Each Holder and each Affiliate of any Holder is an express third-party beneficiary of this Section 10.02.

Press Releases and Communications. The parties agree that (ia) Buyer and No press release, public announcement or other general communication related to this Agreement or the transactions contemplated herein shall be issued or made by the Company and/or Holdings (prior to Closing) or the Representative or their respective Affiliates (at any time) without the prior written approval of Parent (which approval shall each not be unreasonably withheld, conditioned or delayed), unless required by Law (in the reasonable opinion of counsel) in which case Parent shall have the right to review such press release, announcement or communication prior to issuance, distribution or publication. Prior to Closing, Parent, and after Closing, Parent and the Company, may issue an initial one or more press release with respect releases (which Parent shall use reasonable best efforts to provide to the execution of this Agreement Representative prior to be issued promptly following the execution issuance, distribution or publication) and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) Agreement in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, debt issuances, or marketing, informational or reporting activities. Notwithstanding anything contained herein . (b) Except as provided for press releases, public announcements and general communications pursuant to Section 13.01(a), (i) no general written communication (including scripts, prepared responses to frequently asked questions and audiovisual materials) to the contraryemployees, customers or suppliers of the Company or Parent or to the investors of Warburg Pincus related to this Agreement or the transactions contemplated herein shall be issued or made by Parent, Merger Sub or the Company (prior to Closing) or the Representative or their respective Affiliates (at any time) without the prior written approval of Parent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) except for communications substantively consistent with materials approved pursuant to clause (i), no other communication to the employees, customers or suppliers of the Company or Parent or to the investors of Warburg Pincus related to this Agreement or the transactions contemplated herein shall be issued or made by Parent, Merger Sub or the Company (prior to Closing) or the Representative or their respective Affiliates (at any time) without the prior written approval of Parent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed), unless, in no event will Buyer oreach case, after required by Law (in the Closing, reasonable opinion of counsel) in which case the Acquired Companies party not issuing such communication shall have any the right to use Kohlberg & Companyreview such communication prior to issuance, L.L.C.’s distribution or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.publication.

Press Releases and Communications. The parties agree that (ia) Buyer and No press release or public announcement related to this Agreement or the transactions contemplated herein, or prior to the Closing, any other announcement or communication to the employees, clients or suppliers of the Company and/or Holdings shall each or any of its Subsidiaries, will be issued or made by any party hereto without the joint approval of Parent and Representative, unless required by law (in the reasonable opinion of counsel) in which case Parent and Representative will have the right to issue an initial review such press release with respect release, announcement or communication prior to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review)its issuance, and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closingdistribution or publication; provided, however, that (a) the foregoing will not restrict or prohibit Seller, the Company or any of its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements the Company or acknowledgments such Subsidiary reasonably determines in good faith that such party announcement is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. Audax and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and the Company and the Acquired Companies its Subsidiaries (including its and their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and Audax’s or its Affiliates, including ’ fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer Parent or, after the Closing, the Acquired Companies Surviving Company have any right to use Kohlberg & Company, L.L.C.Audax’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & CompanyAudax. (b) Effective as of the Closing Date, L.L.C.the Parent and the Surviving Corporation hereby grants, on behalf of itself and its Subsidiaries, and will cause each of its Subsidiaries to grant, to Audax and its respective Affiliates (including the Representative) and each of their respective successors and assigns a non-exclusive, perpetual, royalty-free, worldwide right and license to use the name and related marks and logos of the Surviving Corporation and each of its Subsidiaries (collectively, the “Company Name”) in a form mutually agreed with Parent in advance of such use (such agreement not to be unreasonably withheld, conditioned or delayed by Parent) on its printed materials and website and in other forms and media for the sole purpose of describing the prior ownership of, or Audax’s and any of its Affiliates’ current or former interest in, the Company or any of its Subsidiaries and the associated businesses. For the avoidance of doubt, nothing contained herein will waive or restrict or otherwise limit any rights that Audax or any of its Affiliates may have under applicable Law or otherwise, including the right to use the Company Name in a descriptive manner or for any nominative fair use or fair use.