Common use of Press Releases and Confidentiality Clause in Contracts

Press Releases and Confidentiality. Except as required by applicable law based on the advice of counsel, neither party shall make any public announcement, press release or Form 8-K filing under the Exchange Act with the SEC or any other filing with any other regulatory agency with respect to the transactions contemplated by this Agreement, without the prior written approval of the other party. Prior to the Closing Date (or at any time if the Closing does not occur), Buyer shall, and shall cause its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives to, keep confidential and not disclose to any Person (other than its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives) or use any information relating to Seller, the General Partner, Tele-Communications, Inc., TCI or any of TCI's direct or indirect wholly-owned subsidiaries and (except in connection with the transactions contemplated hereby, including, but not limited to, efforts to obtain from Governmental Authorities and third parties Extensions and Required Consents to the transactions contemplated hereby and the operation of the Business) all non-public information obtained by Buyer pursuant to this Agreement. Prior to and following the Closing, Seller shall, and shall cause its officers, employees and representatives to, keep confidential and not disclose to any Person or use any information relating to Buyer and (except in connection with preparing Tax returns, conducting proceedings relating to Taxes or the Excluded Liabilities and, prior to the Closing Date, as required in the conduct of the Business or as permitted by Section 7.12) any non-public information relating to the Business. Buyer agrees to the inclusion of a description of the transactions contemplated by this Agreement in a letter to the Limited Partners. This Section 13.2 shall not be violated by disclosure pursuant to court order or as otherwise required by law, on condition that notice of the requirement for such disclosure is given to the other party hereto prior to making any disclosure and the party subject to such requirement cooperates as the other may reasonably request in resisting it.

Press Releases and Confidentiality. Except as required by applicable law based on the advice of counsel, neither party No Party shall issue any press release or make any public announcement, press release or Form 8-K filing under the Exchange Act with the SEC or any other filing with any other regulatory agency with respect announcement relating to the transactions contemplated by subject matter of this Agreement, Agreement without the prior written approval of the other partyParty, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement, or regulations relating thereto, concerning its publicly traded securities (or upon advice of counsel such release or announcement is appropriate or desirable under or in light of such Laws, agreements and regulations). Prior Notwithstanding the foregoing, the Buyers and the Seller shall cooperate to prepare a joint press release to be issued on the Closing Date and, upon the request of either the Buyers or the Seller, at the time of signing of this Agreement. Each Party shall keep all information obtained from the other either before or after the date of this Agreement, or related to the Buyers’ proposed purchase of the Assets, the Seller’s proposed sale of the Assets, the contents of this Agreement or the negotiation of this Agreement, confidential, and no Party shall reveal such information to, or produce copies of any written information for, any Person outside its management group or its professional advisors (including lenders, prospective financing sources, counsel and accountants) without the prior written consent of the other Party, unless such Party is compelled to disclose such information by judicial or at administrative process or by any time if other requirements of Law, including for SEC reporting purposes, or disclosure is reasonably necessary to obtain a License or a consent. If the transactions contemplated by this Agreement should fail to close for any reason, all written or recorded information provided to each Party by or on behalf of the other Party shall be subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, each Party’s obligations under this Section shall not apply to any information or document that (i) is or becomes the subject of a subpoena or other legal process, (ii) is or becomes available to the public other than as a result of a disclosure by such Party or its Affiliates in violation of this Agreement or other obligation of confidentiality under which such information may be held, or (iii) was obtained or is or becomes available to such Party on a nonconfidential basis from a source other than the other Party or its Representatives. Except as may be required by Law, the Parties shall seek appropriate protective orders or confidential treatment for the schedules to this Agreement in connection with any filing with or disclosure to any Governmental Authority. The Parties’ obligations under this Section shall survive the Closing does not occur), Buyer or the earlier termination of this Agreement for a period of three (3) years. Nothing in this Section shall, and shall cause its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives or is intended to, keep confidential impair or modify any of the obligations of the Buyers or their Affiliates under the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, any Party to this Agreement (and not any employee, Representative, or other agent of any Party to this Agreement) may disclose to any Person (other than its membersand all Persons, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives) or use without limitation of any information relating to Sellerkind, the General Partner, Tele-Communications, Inc., TCI or any of TCI's direct or indirect wholly-owned subsidiaries tax treatment and (except in connection with the transactions contemplated hereby, including, but not limited to, efforts to obtain from Governmental Authorities and third parties Extensions and Required Consents to the transactions contemplated hereby and the operation of the Business) all non-public information obtained by Buyer pursuant to this Agreement. Prior to and following the Closing, Seller shall, and shall cause its officers, employees and representatives to, keep confidential and not disclose to any Person or use any information relating to Buyer and (except in connection with preparing Tax returns, conducting proceedings relating to Taxes or the Excluded Liabilities and, prior to the Closing Date, as required in the conduct of the Business or as permitted by Section 7.12) any non-public information relating to the Business. Buyer agrees to the inclusion of a description tax structure of the transactions contemplated by this Agreement in a letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the Limited Partners. This Section 13.2 shall not be violated by disclosure pursuant to court order or as otherwise required by law, on condition that notice transactions and (y) the date of the requirement for such disclosure is given execution of an agreement to enter into the transactions and (ii) to the other party hereto prior extent required to making be kept confidential to comply with any disclosure and the party subject to such requirement cooperates as the other may reasonably request in resisting itapplicable federal or state securities laws or NYSE regulations.

Press Releases and Confidentiality. Except as required by applicable law based on the advice of counsel, neither party shall make any public announcement, press release or Form 8-K filing under the Exchange Act with the SEC or any other filing with any other regulatory agency with respect to the transactions contemplated by this Agreement, without the prior written approval of the other party. Prior to the Closing Date (or at any time if the Closing does not occur), Buyer shall, and shall cause its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives to, keep confidential and not disclose to any Person (other than its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives) or use any information relating to Seller, the General Partner, Tele-Tele- Communications, Inc., TCI or any of TCI's direct or indirect wholly-owned subsidiaries and (except in connection with the transactions contemplated hereby, including, but not limited to, efforts to obtain from Governmental Authorities and third parties Extensions and Required Consents to the transactions contemplated hereby and the operation of the Business) all non-public information obtained by Buyer pursuant to this Agreement. Prior to and following the Closing, Seller shall, and shall cause its officers, employees and representatives to, keep confidential and not disclose to any Person or use any information relating to Buyer and (except in connection with preparing Tax returns, conducting proceedings relating to Taxes or the Excluded Liabilities and, prior to the Closing Date, as required in the conduct of the Business or as permitted by Section 7.12) any non-non- public information relating to the Business. Buyer agrees to the inclusion of a description of the transactions contemplated by this Agreement in a letter to the Limited Partners. This Section 13.2 shall not be violated by disclosure pursuant to court order or as otherwise required by law, on condition that notice of the requirement for such disclosure is given to the other party hereto prior to making any disclosure and the party subject to such requirement cooperates as the other may reasonably request in resisting it.