Common use of Press Releases; Confidentiality Clause in Contracts

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process to disclose any Proprietary Information, the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind).

Press Releases; Confidentiality. Either party may (a) No Member shall issue any press releases or other announcements regarding the transactions contemplated hereby unless the Members first shall reasonably approve such release or announcement, in writing. (b) Each of the Members represents and other public communications announcing warrants that prior to the transaction contemplated by this Agreement date hereof it and its agents have not, except with the consent of the other party Member, disclosed any of the terms, conditions, obligations or matters contained in or relating to this Agreement and the transactions contemplated herein other than to their respective investors and its and their respective counsel, accountants, underwriters and other advisors. Each of the Members covenants and agrees (and agrees to cause its employees, agents, or Affiliates) not to disclose the terms of this Agreement or any other information relating to this Agreement and the transactions contemplated hereunder which consent shall not be unreasonably withheldis of a confidential or proprietary nature provided by any Member to any other Member (collectively, conditioned or delayedthe “Confidential Information”); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx , except (i) to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything any lender providing financing to the contrary hereinVenture, subject to an appropriate confidentiality undertaking being received from such Person, (ii) to such Member’s lenders, accountants and attorneys, subject to an appropriate confidentiality undertaking being received from such Persons, (iii) pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official binding upon such Member, (iv) to one or more of its potential investors (subject to confidentiality undertakings by such potential investors), (v) pursuant to any applicable laws, rules, regulatory requirements or other governmental requirements (e.g., securities law requirements), or the Sellers and their Affiliates may file and describe this Agreement requirements of any securities exchange, in flingseither case that are binding upon such Member or its direct or indirect constituent investors, and may make (vi) to the extent any such Confidential Information comes into the public domain other filings than as a result of disclosure by any of the Members or (vii) with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the prior written consent of the other Party (collectively, “Proprietary Information”)Member. The foregoing In the event that any Member shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process receive a request to disclose any Proprietary InformationConfidential Information under a subpoena or order, such Member shall (x) promptly notify the parties agree other Member and consult with such other Member regarding the advisability of taking steps to resist or narrow such request, (y) if disclosure is required or deemed advisable, furnish only that such portion of the Proprietary Confidential Information which as such party Member is advised by counsel is legally compelled required or advisable to disclose be disclosed and (z) if disclosure is required or deemed advisable, reasonably cooperate with the NorthStar Member (at no cost to use its commercially reasonable efforts such Member) in any attempt it may make to obtain an order or other assurance that, if possible, that confidential treatment will be accorded such Confidential Information, as the case may be, that is disclosed. (c) Notwithstanding anything in the foregoing or anything else contained in this Agreement to the Proprietary Information. Purchaser contrary, each Member (and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition each employee, representative, or other agent thereof) may disclose to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, includingand all Persons, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages limitation of any kind, the tax treatment and tax structure of the Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions) and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment and tax structure. For purposes of this Section 14.25(c), “tax structure” means any facts relevant to understanding the purported or claimed federal income tax treatment of a Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions).

Press Releases; Confidentiality. Either Prior to Closing, neither party may release any press release or other public disclosure or communication with respect to the transactions contemplated by this Agreement, except for (i) the press release and public disclosure language of Seller substantially as set forth in the email from Xxxxxx Xxxxx to Xxxxxx Xxxxxxx on April 23, 2016 (8:43 a.m. Eastern Time), (ii) [intentionally omitted] and (iii) the required SEC disclosures contemplated by the final sentence of this Section 12.17. After Closing, either party may issue press releases and or other public communications announcing the transaction contemplated by this Agreement with without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreementparty. Notwithstanding the foregoing, no such press release or other public disclosure or communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.1612.17. Prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to such party by the any other party to this Agreement or its representativestheir representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other partyReceiving Party, in connection with the transaction contemplated by this transactionAgreement, without first obtaining the written consent of the other Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers the Receiving Party or who, on behalf of Purchaser or Sellersthe Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to the Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, the parties agree Receiving Party agrees to furnish only that portion of the Proprietary Information which such party the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers The Receiving Party shall inform their its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting partyDisclosing Party, the non-defaulting party Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consentDate, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives representatives. Notwithstanding anything to the contrary set forth in this Section 12.17, at any time, Purchaser, the Sellers and their affiliates may make such filings and/or disclosures (excluding indirectincluding the filing of this Agreement) with the SEC as are required (in such filing and/or disclosing party’s good faith judgment) in connection with the matters contemplated by this Agreements, consequential provided, however, that no such filing and/or disclosure (other than (x) the filing of this Agreement and (y) the matters set forth in clauses (i) and (ii) of the first sentence of this Section 12.17) shall be made prior to Closing unless the disclosing party (i) provides not less than two (2) Business Days’ prior written notice to the other party of such intended filing or punitive damages disclosure, which notice shall include the specific terms and form (including any attachments or exhibits thereto) and (ii) consults reasonably and in good faith with any reasonable requests or suggestions of the other party in respect of such filing or disclosure made during such (2) Business Day period (provided that disclosing party shall not be required to accept any kindsuch suggestions as and to the extent disclosing party, in the exercise of its good faith judgment, believes that such suggestions are either (x) not consistent with applicable law or (y) adverse to disclosing party in any way).

Press Releases; Confidentiality. Either party may issue Each of Sellers and Purchaser agrees that the initial press releases and other public communications release to be issued announcing the transaction transactions contemplated by this Agreement with shall be in a form mutually agreed by Sellers and Purchaser. Sellers and Purchaser each hereby covenants that prior to the consent Closing any written press release, statement or other public disclosure or portion thereof discussing the transactions contemplated by this Agreement, as applicable (a “Release”), shall be subject to the review and approval of the other party both parties (which consent approval shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no (i) if either Sellers or Purchaser (the “Required Party”) is required by law or public company financial or securities exchange reporting requirements (including GAAP) to issue a Release prior to the Closing, the Required Party shall, at least two (2) Business Days prior to the issuance of the same, deliver a copy of the proposed Release to the other party (the “Reviewing Party”) for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed and provided, further, that if the Reviewing Party does not notify the Required Party that the proposed Release is approved or disapproved within such press release two (2)-Business Day period, then such Reviewing Party shall be deemed to have approved such Release; and (ii) nothing in this Section 12.17 shall prohibit Purchaser or other communication shall include Sellers from (a) complying with any obligations required by law or any applicable securities exchange requirements, (b) disclosing information that has previously been disclosed in Releases previously disseminated in compliance with this Section 12.17 or otherwise consistent with (and not materially expansive of) any such previous Releases, or (c) discussing the substance or any relevant details of the transactions contemplated in this Agreement with any of Purchaser’s or Sellers’, as applicable, attorneys, accountants, professional consultants and/or financial advisors; any exchange on which Purchaser or any Seller, as applicable, is listed; any rating agencies; any of Purchaser’s or Sellers’, as applicable, investors, analysts, bondholders or lenders; any of Purchaser’s or Sellers’, as applicable, insurance brokers, insurers or underwriters; any of Purchaser’s or Sellers’, as applicable, vendors; or any of Purchaser’s or Seller’s, as applicable, respective attorneys, accountants, professional consultants and/or financial advisors of the foregoing, as the case may be, either on a confidential basis or otherwise consistent with (and not materially expansive of) any information (other than the identification of the parties) that is required to be kept confidential pursuant in Releases previously disseminated in compliance with this Section 12.17. Subject to the remaining provisions preceding sentences of this Section 12.16. 12.17, prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to such party by the any other party to this Agreement or its representativestheir representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other partyReceiving Party, in connection with the transaction contemplated by this transactionAgreement, without first obtaining the written consent of the other Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers the Receiving Party or who, on behalf of Purchaser or Sellersthe Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to the Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, the parties agree Receiving Party agrees to furnish only that portion of the Proprietary Information which such party the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers The Receiving Party shall inform their its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting partyDisclosing Party, the non-defaulting party Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consentDate, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind)representatives.

Press Releases; Confidentiality. Either party may (a) No Member shall issue any press releases or other announcements regarding the transactions contemplated hereby unless the Members first shall reasonably approve such release or announcement, in writing. (b) Each of the Members represents and other public communications announcing warrants that prior to the transaction contemplated by this Agreement date hereof it and its agents have not, except with the consent of the other party Member, disclosed any of the terms, conditions, obligations or matters contained in or relating to this Agreement and the transactions contemplated herein other than to their respective investors and its and their respective counsel, accountants, underwriters and other advisors. Each of the Members covenants and agrees (and agrees to cause its employees, agents, or Affiliates) not to disclose the terms of this Agreement or any other information relating to this Agreement and the transactions contemplated hereunder which consent shall not be unreasonably withheldis of a confidential or proprietary nature provided by any Member to any other Member (collectively, conditioned or delayedthe “Confidential Information”); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx , except (i) to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything any lender providing financing to the contrary hereinVenture, subject to an appropriate confidentiality undertaking being received from such Person, (ii) to such Member’s or the Sellers Venture’s lenders, partners, accountants and their Affiliates may file and describe this Agreement attorneys, subject to an appropriate confidentiality undertaking being received from such Persons, (iii) pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official binding upon such Member, (iv) to one or more of its potential investors (subject to confidentiality undertakings by such potential investors), (v) deemed advisable pursuant to any applicable laws, rules, regulatory requirements or other governmental requirements (e.g., securities law requirements), or the requirements of any securities exchange, in flingseither case that are binding upon such Member or its direct or indirect constituent investors, and may make (vi) to the extent any such Confidential Information comes into the public domain other filings than as a result of disclosure by any of the Members or (vii) with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the prior written consent of the 1160165.07-NYCSR03A - MSW other Party (collectively, “Proprietary Information”)Member. The foregoing In the event that any Member shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process receive a request to disclose any Proprietary InformationConfidential Information under a subpoena or order, such Member shall (x) promptly notify the parties agree other Member and consult with such other Member regarding the advisability of taking steps to resist or narrow such request, (y) if disclosure is required or deemed advisable, furnish only that such portion of the Proprietary Confidential Information which as such party Member is advised by counsel is legally compelled required or advisable to disclose be disclosed and (z) if disclosure is required or deemed advisable, reasonably cooperate with the NorthStar Member (at no cost to use its commercially reasonable efforts such Member) in any attempt it may make to obtain an order or other assurance that, if possible, that confidential treatment will be accorded such Confidential Information, as the case may be, that is disclosed. (c) Notwithstanding anything in the foregoing or anything else contained in this Agreement to the Proprietary Information. Purchaser contrary, each Member (and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition each employee, representative, or other agent thereof) may disclose to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, includingand all Persons, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages limitation of any kind, the tax treatment and tax structure of the Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions) and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment and tax structure. For purposes of this Section 14.25(c), “tax structure” means any facts relevant to understanding the purported or claimed federal income tax treatment of a Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions).

Press Releases; Confidentiality. Either party may issue (a) Prior to Closing, notwithstanding anything to the contrary in the Confidentiality Agreements: (i) The initial press releases and other public communications announcing release with respect to the transaction contemplated by execution of this Agreement with shall be a joint press release to be reasonably agreed upon by the Parties. From and after the Execution Date, each Party shall not make, and shall cause each of its Affiliates not to make, any other press release or public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby, or the identities of the Parties without the prior written consent of the other party Parties (not to be unreasonably withheld); provided, however, the foregoing shall not restrict press releases or public announcements by any Party or any of its Affiliates that a Party believes in good faith are (A) required (upon advice of counsel) by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over such Party or Affiliate of such Party, (B) required pursuant to an order of a court of competent jurisdiction or (C) in connection with customary rating agency, investor and analyst presentations, meetings and conference calls of such Party or its Affiliates, in which case the disclosing Party will use its commercially reasonable efforts to (x) advise the other Parties before making such disclosure and (y) provide such other Parties a reasonable opportunity to review and comment on such release or announcement and consider in good faith any comments with respect thereto. (ii) Subject to Section 6.1(a)(i), neither the Parties nor their respective Affiliates or Representatives shall make publicly available any transaction agreement (or any portion thereof) or any of the contents of the transaction agreements, including this Agreement (whether before or after the Closing) without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that the Sellers may issue press releases without the consent , except as a Party believes in good faith is required (upon advice of Purchaser if such press releases are substantially in the form emailed counsel) by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release applicable securities or other communication shall include Laws or the applicable rules of any information (other than the identification stock exchange having jurisdiction over such Party or Affiliate of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other such Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing in which case the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process to disclose any Proprietary Information, the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to disclosing Party will use its commercially reasonable efforts to obtain assurance thatadvise the other Parties before making such disclosure and, if possibleupon the request of a Party, the Parties will work together in good faith to agree and pursue appropriate confidential treatment will be accorded requests with respect to the Proprietary Information. Purchaser and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kindagreements).

Press Releases; Confidentiality. Either party may (a) No Member shall issue any press releases or other announcements regarding the transactions contemplated hereby unless the Members first shall reasonably approve such release or announcement, in writing. (a) Each of the Members represents and other public communications announcing warrants that prior to the transaction contemplated by this Agreement date hereof it and its agents have not, except with the consent of the other party Member, disclosed any of the terms, conditions, obligations or matters contained in or relating to this Agreement and the transactions contemplated herein other than to their respective investors and its and their respective counsel, accountants and other advisors. Each of the Members covenants and agrees (and agrees to cause its employees, agents, or Affiliates) not to disclose the terms of this Agreement or any other information relating to this Agreement and the transactions contemplated hereunder which consent shall not be unreasonably withheldis of a confidential or proprietary nature provided by any Member to any other Member (collectively, conditioned or delayedthe “Confidential Information”); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx , except (i) to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything any lender providing financing to the contrary hereinVenture, subject to an appropriate confidentiality undertaking being received from such Person, (ii) to such Member’s lenders, accountants and attorneys, subject to an appropriate confidentiality undertaking being received from such Persons, (iii) pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official binding upon such Member, (iv) to one or more of its potential investors (subject to confidentiality undertakings by such potential investors), (v) pursuant to any applicable laws or governmental requirements (e.g., securities law requirements), or the Sellers and their Affiliates may file and describe this Agreement requirements of any securities exchange, in flingseither case that are binding upon such Member or its direct or indirect constituent investors, and may make (vi) to the extent any such Confidential Information comes into the public domain other filings than as a result of disclosure by any of the Members or (vii) with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the prior written consent of the other Party (collectively, “Proprietary Information”)Member. The foregoing In the event that any Member shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process receive a request to disclose any Proprietary InformationConfidential Information under a subpoena or order, such Member shall (x) promptly notify the parties agree other Member and consult with such other Member regarding the advisability of taking steps to resist or narrow such request, (y) if disclosure is required or deemed advisable, furnish only that such portion of the Proprietary Confidential Information which as such party Member is advised by counsel is legally compelled required or advisable to disclose be disclosed and (z) if disclosure is required or deemed advisable, reasonably cooperate with the NorthStar Member (at no cost to use its commercially reasonable efforts such Member) in any attempt it may make to obtain an order or other assurance that, if possible, that confidential treatment will be accorded such Confidential Information, as the case may be, that is disclosed. (b) Notwithstanding anything in the foregoing or anything else contained in this Agreement to the Proprietary Information. Purchaser contrary, each Member (and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition each employee, representative, or other agent thereof) may disclose to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, includingand all Persons, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages limitation of any kind, the tax treatment and tax structure of the Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions) and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment and tax structure. For purposes of this Section 14.25(c), “tax structure” means any facts relevant to understanding the purported or claimed federal income tax treatment of a Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions).

Press Releases; Confidentiality. Either party may issue (a) Except as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press releases and other release or public communications announcing the transaction contemplated by this Agreement announcement in connection with the transactions contemplated hereby prior to the Closing without the prior written consent of the Seller. Except as provided below, neither the Company or the Seller nor their directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the transactions contemplated hereby prior to the Closing without the prior written consent of the Acquiror. Notwithstanding the foregoing, a party hereto will be permitted to make a press release, public announcement or filing with the SEC in connection with the transactions contemplated hereby without obtaining any prior written consent if required by applicable law or stock exchange regulation to do so. (b) Each of the Acquiror, the Seller and the Company recognizes that the Acquiror will receive additional confidential information regarding the Company from and after the date hereof. Accordingly, each party agrees to use its best efforts to prevent the unauthorized disclosure of any confidential information concerning each other party (which consent shall not be unreasonably withheldthat has been or is disclosed to it or its agents previously or from and after the date hereof. Notwithstanding the foregoing, conditioned or delayed)each party may make confidential information available to its counsel, existing lenders, accountants, prospective senior banks, and financial advisors; provided that the Sellers may issue press releases receiving party shall be liable for any unauthorized disclosure by such persons. The obligations set forth in this Section 11.2(b) do not apply to information that: (i) at the time of an alleged breach hereof is part of the public domain (other than as a result of a breach of confidentiality obligations by the party who is the recipient of the relevant confidential information); (ii) has been disclosed, at the time of an alleged breach hereof, by the disclosing party to third parties without restrictions on disclosure; or (iii) has, at the consent time of Purchaser if such press releases an alleged breach hereof, been received by the receiving party from a third party without breach of a nondisclosure obligation of the third party. If the transactions contemplated hereby are substantially not consummated for any reason whatsoever, each party shall deliver to the other all documents, work papers and other material obtained from the other. Because each of the Acquiror and the Seller is a publicly-traded corporation, trading in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx securities of the Acquiror or the Seller based on September 27confidential information may result in liability. As a result, 2013. In addition and notwithstanding anything to neither the contrary hereinAcquiror, the Sellers and their Affiliates may file and describe Seller nor the Company shall trade in the securities of any other party hereto until the earlier of the termination of this Agreement in flings, and may make such other filings with or the SEC as are required in connection with closing of the matters transactions contemplated by this Agreement. Notwithstanding In addition, each party shall use its best efforts to ensure that its directors, employees, officers, agents or stockholders who receive confidential information shall similarly refrain from trading. (c) Prior to any disclosure required by law, regulation or judicial order relating to the foregoingtransactions contemplated hereby or non-public information regarding the Seller, no the Company or the Acquiror, the party required to make such press release or disclosure shall advise the other communication shall include any information parties of such requirement so that the applicable party may seek a protective order. (other than d) Unless otherwise indicated, the identification obligations of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process to disclose any Proprietary Information, the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive the Closing and any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind).

Press Releases; Confidentiality. Either party may Without the express prior written permission of Owner, A/E shall not (a) issue any press releases or engage in any dialogue or interviews with the media or any other persons or entities for public dissemination; (b) give any speeches or presentations concerning the Project; or (c) disclose any information that it obtains from Owner or about Owner or the Project. A/E acknowledges that it or its employees may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to Owner, its affiliated companies or third parties to whom Owner has a duty of confidentiality. The term “Confidential Information” as used in this Agreement shall mean all information which has been or will be disclosed by Owner under or in connection with the Project and this Agreement, which relates to Owner and/or its business, products and services, and which includes without limitation AquaBounty’s IP (as defined in Article 12), and all iterations of the Instruments of Service prepared for the Project except for the Standard Details therein (as defined in Article 15), but does not include information that is identified in writing by Owner as non-confidential, or that: (i) is or becomes generally available to the public or becomes part of the public domain through no fault of A/E; (ii) is already known to A/E at the time of such disclosure as documented by records in its possession prior to such disclosure; (iii) is subsequently received by A/E in good faith from a third party having the prior right to make such subsequent disclosure; or (iv) is independently developed by A/E, provided that A/E can document that such development was accomplished by or on behalf of A/E without use of the information disclosed pursuant to this Agreement. A/E will hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other public communications announcing than the transaction provision of Services to Owner as contemplated by this Agreement with and to advise each of its employees and A/E’s Consultants who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential. A/E shall never use or duplicate any Confidential Information (except for the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC limited purposes as are required in connection with the matters contemplated specifically authorized by this Agreement) and shall keep confidential and never disclose any Confidential Information to anyone, unless the Owner has, in its sole discretion, previously and expressly consented to such use, duplication or disclosure in writing. A/E may disclose such Confidential Information to those employees of A/E whose knowledge is necessary for A/E to perform its obligations under this Agreement provided that all such employees shall be advised of their obligations to protect Owner’s interests, which obligations shall be identical to A/E’s under this Agreement. Without limiting any of the foregoing, A/E shall protect Owner’s Confidential Information with at least the same degree of care as it exercises to protect its own confidential information of like character. Notwithstanding the foregoing, no such press release a party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other communication shall include any information (other than form of compulsory legal process issued by a court or governmental entity provided the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by receiving party has given the other party written notice of such request such that the other party has an opportunity to defend, limit or its representatives, protect such production or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of disclosure. The receiving party will exercise reasonable efforts in good faith to cooperate with the other party’s efforts to defend, limit or protect such production or disclosure. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. The Parties acknowledge and agree that (i) all Confidential Information disclosed by or belonging to Owner is and shall remain the exclusive and valuable property of Owner; (ii) A/E does not hereby obtain any license or other interest in or to Confidential Information of the Owner or the subjects thereof except for the license specifically given by Owner in this Agreement; and (iii) at the request of Owner, and in any event upon the completion of the Project, A/E shall promptly deliver to Owner all products, components and equipment provided by Owner hereunder as well as all records or other things containing or embodying Owner’s Confidential Information within its possession or control which were delivered or made available to A/E during or in connection with this transactionthe Project. Notwithstanding the foregoing, without first obtaining the written consent A/E may retain one (1) copy of the other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Confidential Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership secure legal files, strictly for archival purposes, and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process to disclose any Proprietary Information, the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions monitor compliance of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in its obligations under this Agreement, Purchaser agrees not to contactor as required by law. A/E acknowledges that the restrictions on the use, directly or indirectly, any personnel at any duplication and disclosure of the Properties prior Confidential Information set forth herein are reasonable to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind)protect Owner’s business interests.

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process to disclose any Proprietary Information, the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind).this

Press Releases; Confidentiality. Either Prior to Closing, neither party may release any press release or other public disclosure or communication with respect to the transactions contemplated by this Agreement, except for (i) the press release and public disclosure language of Seller substantially as set forth in the email from Xxxxxx Xxxxx to Xxxxxx Xxxxxxx on April 23, 2016 63 ACTIVE/85729224.2 (8:43 a.m. Eastern Time), (ii) [intentionally omitted] and (iii) the required SEC disclosures contemplated by the final sentence of this Section 12.17. After Closing, either party may issue press releases and or other public communications announcing the transaction contemplated by this Agreement with without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreementparty. Notwithstanding the foregoing, no such press release or other public disclosure or communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.1612.17. Prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to such party by the any other party to this Agreement or its representativestheir representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other partyReceiving Party, in connection with the transaction contemplated by this transactionAgreement, without first obtaining the written consent of the other Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers the Receiving Party or who, on behalf of Purchaser or Sellersthe Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to the Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, the parties agree Receiving Party agrees to furnish only that portion of the Proprietary Information which such party the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers The Receiving Party shall inform their its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting partyDisclosing Party, the non-defaulting party Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consentDate, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives representatives. Notwithstanding anything to the contrary set forth in this Section 12.17, at any time, Purchaser, the Sellers and their affiliates may make such filings and/or disclosures (excluding indirectincluding the filing of this Agreement) with the SEC as are required (in such filing and/or disclosing party’s good faith judgment) in connection with the matters contemplated by this Agreements, consequential provided, however, that no such filing and/or disclosure (other than (x) the filing of this Agreement and (y) the matters set forth in clauses (i) and (ii) of the first sentence of this Section 12.17) shall be made prior to Closing unless the disclosing party (i) provides not less than two (2) Business Days’ prior written notice to the other party of such intended filing or punitive damages disclosure, which notice shall include the specific terms and form (including any attachments or exhibits thereto) and (ii) consults reasonably and in good faith with any reasonable requests or suggestions of the other party in respect of such filing or disclosure made during such (2) Business Day period (provided that disclosing party shall not be required to accept any kindsuch suggestions as and to the extent disclosing party, in the exercise of its good faith judgment, believes that such suggestions are either (x) not consistent with applicable law or (y) adverse to disclosing party in any way).

Press Releases; Confidentiality. Either party may (a) No Member shall issue any press releases or other announcements regarding the transactions contemplated hereby unless the Members first shall reasonably approve such release or announcement, in writing. (b) Each of the Members represents and other public communications announcing warrants that prior to the transaction contemplated by this Agreement date hereof it and its agents have not, except with the consent of the other party Member, disclosed any of the terms, conditions, obligations or matters contained in or relating to this Agreement and the transactions contemplated herein other than to their respective investors and its and their respective counsel, accountants and other advisors. Each of the Members covenants and agrees (and agrees to cause its employees, agents, or Affiliates) not to disclose the terms of this Agreement or any other information relating to this Agreement and the transactions contemplated hereunder which consent shall not be unreasonably withheldis of a confidential or proprietary nature provided by any Member to any other Member (collectively, conditioned or delayedthe “Confidential Information”); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx , except (i) to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything any lender providing financing to the contrary hereinVenture, subject to an appropriate confidentiality undertaking being received from such Person, (ii) to such Member’s lenders, accountants and attorneys, subject to an appropriate confidentiality undertaking being received from such Persons, (iii) pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official binding upon such Member, (iv) to one or more of its potential investors (subject to confidentiality undertakings by such potential investors), (v) pursuant to any applicable laws or governmental requirements (e.g., securities law requirements), or the Sellers and their Affiliates may file and describe this Agreement requirements of any securities exchange, in flingseither case that are binding upon such Member or its direct or indirect constituent investors, and may make (vi) to the extent any such Confidential Information comes into the public domain other filings than as a result of disclosure by any of the Members or (vii) with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the prior written consent of the other Party (collectively, “Proprietary Information”)Member. The foregoing In the event that any Member shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process receive a request to disclose any Proprietary InformationConfidential Information under a subpoena or order, such Member shall (x) promptly notify the parties agree other Member and consult with such other Member regarding the advisability of taking steps to resist or narrow such request, (y) if disclosure is required or deemed advisable, furnish only that such portion of the Proprietary Confidential Information which as such party Member is advised by counsel is legally compelled required or advisable to disclose be disclosed and (z) if disclosure is required or deemed advisable, reasonably cooperate with the NorthStar Member (at no cost to use its commercially reasonable efforts such Member) in any attempt it may make to obtain an order or other assurance that, if possible, that confidential treatment will be accorded such Confidential Information, as the case may be, that is disclosed. (c) Notwithstanding anything in the foregoing or anything else contained in this Agreement to the Proprietary Information. Purchaser contrary, each Member (and Sellers shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition each employee, representative, or other agent thereof) may disclose to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, includingand all Persons, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages limitation of any kind, the tax treatment and tax structure of the Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions) and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment and tax structure. For purposes of this Section 14.25(c), “tax structure” means any facts relevant to understanding the purported or claimed federal income tax treatment of a Member’s investment in the Venture and the ownership of an Interest (including the tax treatment and tax structure of any Venture transactions).