Common use of Press Releases and Communications Clause in Contracts

Press Releases and Communications. The initial press release announcing this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. 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 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 joint approval of the Purchaser, the Company and the Seller (which approval shall not be unreasonably withheld, conditioned or delayed), unless required by Law or stock exchange rules; provided that (x) no Party shall be required to obtain approval or provide materials for review in respect of information that has previously been made public without breach of the obligations under this Section 8.06 and contained in the applicable press release, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. 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 its reasonable best 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 the Purchaser intends 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 initial No press release announcing this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. No other press release, or public announcement or public filing related to this Agreement or the transactions contemplated herein, or or, prior to the Closing Closing, any other announcement or communication (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in the Ordinary Course of Business) to the employees, customers customers, suppliers or suppliers other business relations of the Company or any of its Subsidiaries, shall be issued or made by any Party hereto without the joint approval of the Purchaser, the Company Purchaser and the Seller (which approval shall not be unreasonably withheld, conditioned or delayed)Representative, unless required by Law or stock exchange rules; provided that (x) no Party shall be required to obtain approval or provide materials for review in respect of information that has previously been made public without breach of the obligations under this Section 8.06 and contained in the applicable press release, announcement, public filing or communication and (yreasonable opinion of counsel) in which case the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. 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 its reasonable best efforts to provide the other Party with reasonable advance notice of such requirement and the content of Representative shall have the proposed press release, announcement or filing and a reasonable opportunity right to review and comment on such releasepress release or announcement prior to publication to the extent reasonably practicable; provided, announcement that, notwithstanding the foregoing, (a) Purchaser and its Affiliates (including the Company and its Subsidiaries) may make filings and disclosures as Purchaser and its Affiliates may reasonably determine is necessary or appropriate to comply with applicable securities Laws (including the Securities Exchange Act of 1934) or rules or requirements of the New York Stock Exchange or the U.S. Securities and Exchange Commission and, in connection with any such filing and disclosure, Purchaser and its Affiliates may make public announcements, including on investor or earnings calls, consistent in all material respects with such filings and disclosures; provided, that in connection with any of the foregoing disclosures, filings or announcements, the Representative shall have the right to review and comment on (which comments the Purchaser shall consider in good faith any comments faith) such disclosure(s), filing(s) or announcement(s) in advance to the extent reasonably practicable, and (b) the Representative shall be entitled to communicate with respect thereto. The Parties understand and agree that the Purchaser intends to publicly may disclose the terms and the existence and terms of this Agreement and the transactions contemplated hereby subsequent herein with reasonable and customary confidentiality restrictions to its direct and indirect equityholders, as applicable, in order that such Persons may provide information about the execution subject matter of this Agreement and the transactions contemplated herein with reasonable and customary confidentiality restrictions to their respective investors and prospective investors in connection with their fundraising and reporting activities, and the Representative and its Affiliates shall retain the right to disclose the Company's historical aggregated sales and aggregated earnings information for the period during which the Company was owned by the Representative or its Affiliates. 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' prior public disclosures regarding the transactions contemplated by this Agreement.

Press Releases and Communications. The initial press Company, Seller and Purchaser agree that, from the date hereof through the Closing Date, no public release announcing this Agreement, any ancillary agreements and or announcement concerning the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. 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 announcement or communication to the employees, customers or suppliers of the Company or its Subsidiaries, hereby shall be issued or made by or on behalf of any Party hereto party without the joint approval prior consent of the Purchaserother parties, unless required by law or the rule of any securities exchange upon which any party's common stock may be listed, in which case Purchaser and Seller shall have the right to review and comment upon such press release or public announcement prior to its issuance, making or publication; provided that, notwithstanding the foregoing, Seller, the Company and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations to the extent the Company or Seller (which approval shall not be unreasonably withheldreasonably determines in good faith that such announcement is necessary or desirable, conditioned or delayed), unless required by Law or stock exchange rules; provided that (x) no Party Seller shall be required to obtain approval or provide materials for review notify Purchaser in respect of information that has previously been made public without breach of the obligations under this Section 8.06 and contained in the applicable press release, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect advance prior to any matters referred to in, and made in compliance with, Section 7.02. 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 its reasonable best 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 theretoprovided by Purchaser. The Parties understand Notwithstanding the foregoing, Purchaser and Seller shall cooperate to prepare a joint press release to be issued on the Closing Date and, only if required pursuant to the rule of any securities exchange on which Purchaser’s or any of its Affiliates’ common stock may be listed, a joint press release to be issued upon the execution and delivery of this Agreement by the parties. Seller, the Company and Purchaser agree that to keep the Purchaser intends to publicly disclose the existence and terms of this Agreement and the transactions contemplated hereby subsequent confidential, except to the execution extent required by applicable law or the rule of any securities exchange on which any party's common stock may be listed or for financial reporting purposes 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 AgreementAgreement confidential).

Press Releases and Communications. The initial press release announcing Notwithstanding Section 5.1 of this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. No other no press release, release or public announcement or public filing related to this Agreement or the transactions contemplated herein, or prior to the Closing Closing, any other announcement or communication to the public or any employees, customers clients or suppliers other business relations of the Company or its SubsidiariesJoint Owners, shall be issued or made by any Party party hereto without the joint approval prior written consent of the Purchaser, the Company and the Seller (which approval shall not be unreasonably withheld, conditioned or delayed)each Joint Owner, unless required by Law or stock exchange rules; provided that (x) no Party shall be required to obtain approval or provide materials for review Law, in respect of information that has previously been made public without breach of which case the obligations under this Section 8.06 and contained in the disclosing Joint Owners shall, if permitted by applicable press releaseLaw, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. 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 its reasonable best efforts to provide the other Party with non-disclosing Joint Owner the opportunity (including a reasonable advance notice of time period) to review such requirement and the content of the proposed press release, announcement or filing and a reasonable opportunity communication prior to review and comment on such releaseissuance, announcement distribution or filing and consider in good faith any comments with respect theretopublication. The Parties understand and agree that Notwithstanding the Purchaser intends foregoing, each Joint Owner shall be allowed to publicly disclose the existence and terms of this Agreement and the transactions contemplated hereby subsequent (i) to authorized representatives and employees that need to know such information and that are bound by professional obligations of confidentiality or are otherwise bound by confidentiality obligations at least as restrictive as set forth herein, (ii) in connection with summary information about the such party’s financial condition to parties that need to know such information (in which case, such information shall not contain any specific financial terms related to the execution transactions contemplated hereby), (iii) to any of such party’s respective auditors, attorneys, financing sources, actual or potential direct investors or limited partners or other agents that are bound by professional obligations of confidentiality or are otherwise bound by confidentiality obligations at least as restrictive as set forth herein or (iv) as required to be disclosed by order of a court of competent jurisdiction, administrative body or Governmental Authority, or by subpoena, summons or legal process, or by Law; provided, that in the case of disclosures made pursuant to clauses (i) through (iv), the recipient is informed of the confidential nature of such information and the disclosing Joint Owner shall be responsible for any breach of this Agreementprovision by any of its respective employees, representatives, auditors, attorneys, financing sources, actual or potential direct investors or limited partners or other agents. Each party hereto will also obtain the prior approval by the other party hereto of any press release to be issued announcing the consummation of the transactions contemplated hereby (which release shall not contain any financial terms related to the transactions contemplated hereby). The Joint Owners shall cause their respective Affiliates to abide by the restrictions set forth in this Section 10.1.

Press Releases and Communications. The initial No press release announcing this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. No other press release, or public announcement or public filing related to this Agreement or the transactions contemplated herein, or or, prior to the Closing Closing, any other announcement or communication (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in the ordinary course of business) to the employees, customers customers, suppliers or suppliers other business relations of the Company or any of its Subsidiaries, shall be issued or made by any Party hereto without the joint approval of the Purchaser, the Company Purchaser and the Seller (which approval shall not be unreasonably withheld, conditioned or delayed)Seller, unless required by Law or stock exchange rules; provided that (x) no Party shall be required to obtain approval or provide materials for review in respect of information that has previously been made public without breach of the obligations under this Section 8.06 and contained in the applicable press releasereasonable opinion of counsel), announcementincluding any requirement to file this Agreement or the documents delivered in connection herewith with the SEC, public filing or communication and (y) in which case the Purchaser and Seller shall not be required have the right to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. In the event that any reasonably comment on 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 its reasonable best efforts to provide the other Party with reasonable advance notice of such requirement and the content of the proposed press release, announcement or filing prior to publication or submission; provided, however, if, and a reasonable to the extent, the Purchaser is required to file this Agreement with the SEC, the Purchaser shall seek confidential treatment of the material terms of this Agreement with the SEC and shall provide the Seller an opportunity to review and comment on such release, announcement or filing and (which the Purchaser shall consider in good faith any comments faith) on such confidential treatment request; provided, further, that Seller shall be entitled to communicate with respect thereto. The Parties understand and agree that the Purchaser intends to publicly may disclose the terms and the existence and terms of this Agreement and the transactions contemplated hereby subsequent herein to its Affiliates in order that such Persons may provide information about the execution subject matter of this Agreement and the transactions contemplated herein to their respective limited partners and prospective limited partners in connection with their fundraising and reporting activities, and following the consummation of the transactions contemplated herein, Seller and its Affiliates shall retain the right to disclose the Company’s historical sales and earnings information for the period during which the Company was owned by Seller or its Affiliates. For the avoidance of doubt, each party hereto may make announcements to its respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement.

Press Releases and Communications. The initial press release announcing this AgreementNone of Buyer, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the PurchaserSeller, the Company and the Seller. No other or their respective Affiliates shall issue any press release, release or public announcement or public filing related to concerning this Agreement or the transactions contemplated herein, Transactions or prior make any other public disclosure containing or pertaining to the Closing any other announcement terms of this Agreement or communication to the employees, customers or suppliers of Transactions without obtaining the Company or its Subsidiaries, shall be issued or made by any Party hereto without the joint prior written approval of the PurchaserBuyer and Seller, the Company and the Seller (which approval shall will not be unreasonably withheld, conditioned withheld or delayed), unless disclosure is otherwise required by applicable Law or stock exchange rules or is otherwise permitted under this Section 11.04. Seller and the Company acknowledge that Buyer is an NYSE listed public company that is required by Law or stock exchange rules; provided that rules to make public disclosures regarding the Company and the Transactions. Buyer and Seller (xor its Affiliates) no Party shall be required entitled to obtain approval issue one or provide materials for review in respect more press releases (the form of information that has previously been made which shall be mutually agreed upon) and make other public without breach of announcements regarding the obligations under this Section 8.06 and contained in the applicable press release, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. 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 its reasonable best efforts to provide the other Party with reasonable advance notice of such requirement Company 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 the Purchaser intends to publicly disclose the existence and terms of this Agreement and the transactions contemplated hereby subsequent to Transactions upon the execution of this Agreement, and thereafter Buyer shall be entitled to follow Buyer’s customary investor relations practices regarding the Transactions so long as such information about the Transactions and the Company to be disclosed is substantially consistent with the information contained in the initial press release regarding the Company and the Transactions and/or any other talking points agreed in writing by Buyer and Seller, including publicly disclosing information regarding the Company and the Transactions in Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and an Annual Report on Form 10-K, and speak publicly to investors and analysts regarding the Company and the Transactions. Each Seller Party and member of the Buyer Group shall be entitled to disclose such information to their respective employees, equity owners, partners, prospective partners, investors, prospective investors, professional advisors, credit rating agencies, lenders and underwriters who have a need to know the information and who agree to keep such information confidential or are otherwise bound to confidentiality (the obligation to keep information confidential shall not apply to such information that has been publicly disclosed, except if publicly disclosed in violation of this Agreement or the Confidentiality Agreement).

Press Releases and Communications. The initial No press release announcing this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. No other press release, or public announcement or public filing related to this Agreement or the transactions contemplated herein, or or, prior to the Closing Effective Time, any other announcement or communication related to this Agreement or the employeestransactions contemplated herein (other than by the Company, customers any of its Subsidiaries or suppliers any of the Company or its Subsidiariestheir respective officers, employees and agents in accordance with a communication plan mutually agreed upon with Parent) shall be issued or made by any Party hereto without the joint approval of the Purchaser, the Company Parent and the Seller Representative, unless, and only to the extent, required by Law, by stock exchange or any regulatory or supervisory body or authority of competent jurisdiction to which the relevant party is subject or submits, whether or not such requirement has the force of law (in the reasonable opinion of counsel) in which approval case, to the extent reasonably practicable, Parent and the Representative shall have the right to review and comment on such press release or announcement prior to publication; provided, that the Representative shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its Affiliates in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors in connection with their fundraising and reporting activities; provided, further, that the foregoing shall not be unreasonably withheldprohibit Parent or its Affiliates from answering questions presented on investor calls or similar forums. Notwithstanding the foregoing (a) promptly after execution of this Agreement, conditioned Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Representative has had an opportunity to review and comment, (b) each party hereto may make announcements to their respective employees or delayed)other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement, unless required by Law or stock exchange rules; provided that and (xc) no Party following the Closing, Parent shall be required permitted to obtain approval issue one or provide materials for review in respect of information that has previously been made public without breach of more press releases regarding this Agreement and the obligations under this Section 8.06 and contained in the applicable press release, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to intransactions contemplated hereby, and made in compliance with, Section 7.02. 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 Representative shall use its reasonable best 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 have an 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 the Purchaser intends to publicly disclose the existence and terms of this Agreement and the transactions contemplated hereby subsequent press release prior to the execution of this Agreementissuance thereof.