Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. From and after the date of this Agreement, each Seller hereby covenants with and undertakes to Purchaser that such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information.

Public Announcements; Confidentiality. Subject to its legal obligations under applicable Law and prior to the Closing, each Party shall consult with the other Parties with respect to the timing and content of all announcements regarding this Agreement or the transactions contemplated hereby to the financial community, Governmental Entities, employees, customers, the general public or any other Person and shall use reasonable efforts to agree upon the text of any such announcement prior to its release. Schedule 7.2 contains the press release that will be issued by the Parties within the 14 day period following the Closing Date (the “Closing Date Press Release”), which Closing Date Press Release shall not refer to the Purchase Price. From and after 14 days following the date issuance of this Agreementthe Closing Date Press Release, each Seller the Purchaser and its Affiliates shall be entitled to disclose any fact or statement regarding the transactions contemplated hereby covenants to any Governmental Entities, the financial community, their current or prospective shareholders, their current or perspective investors, their current or prospective lenders, rating agencies, research analysts, and employees but, however, to the employees only to the extent necessary in conjunction with the performance of the employees’ duties. For the avoidance of doubt, disclosure could include, but would not be limited to, filings with the Securities and undertakes Exchange Commission, information contained in investor presentations, and materials posted to the investor section of the website of Affiliate of the Purchaser, Capital Southwest Corporation. Without the prior written consent of the Sellers and the Shareholders, Purchaser that and its affiliates will provide no information directly to the media outlets based in the Syracuse, New York area and if contacted by such Seller outlets will respond with “no comment.” Without the prior written consent of the Purchaser, the Sellers and the Shareholders shall not issue at any press release or make any public statement regarding (or otherwise time disclose to any Person the existence or terms of) fact that this Agreement has been entered into or any of the terms of this Agreement (until they become public knowledge other transactions than by disclosure in breach of this Agreement or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure to the extent as required by any Legal Requirement applicable Law) other than to such Parties’ advisors who such Party, as long as applicable, reasonably determines needs to know such Seller provides Purchaser with written notice information for the purpose of advising such Legal Requirement andParty, to it being understood that such advisors will be informed of the extent practicable, permits Purchaser to seek a protective order or similar form confidential nature of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser this Agreement and the Sellers’ Agent shall mutually agree upon terms of this Agreement and will be directed to treat such information as confidential in accordance with the contents of a press release the publication of which shall be the first public announcement of the execution terms of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information.

Public Announcements; Confidentiality. From and after the date of this Agreement, each Seller hereby covenants with and undertakes to Purchaser that such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of Upon the execution of this Agreement, the Purchaser and MCRLP shall have the right to make such public announcements or filings as may be required by (i) the Securities Act, (ii) the Securities Exchange Act, (iii) the rules and listing standards of the New York Stock Exchange, Inc., (iv) any other law of a jurisdiction to which MCRLP is subject, or (v) any oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process required by applicable rules, laws or regulations by any court, law or administrative authority to which Purchaser and MCRLP are subject. Purchaser and MCRLP also shall have the right to make such public announcements or filings as they may deem reasonably prudent, and shall be entitled to make such filings or announcements upon advice of counsel as may be otherwise be deemed necessary. In this connection, it should be noted that MCRLP has determined that the entry into this Agreement will need to be disclosed within four (4) business days of its execution on a Current Report on Form 8-K under Item 1.01 thereof and that the Agreement will be filed as an exhibit thereto or be filed as an exhibit to MCRLP’s next following periodic report filed pursuant to the Securities Exchange Act. Sellers may make such public disclosures as are required by Law. Each Seller shall ensure that neither such Seller nor any of Sellers, Purchaser and MCRLP hereby agree to provide the non-disclosing parties as much advance notice as reasonably possible with respect to the nature of such Seller’s Representatives will make use disclosure, cooperate fully as to the timing and contents of any such disclosure and review in good faith the suggestions of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information party with respect to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice contents of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationdisclosure.

Public Announcements; Confidentiality. From and after the date of this Agreement and until the Effective Time or the termination of this Agreement in accordance with Section 8, (a) except as expressly contemplated by this Agreement, each Seller hereby covenants with and undertakes to Purchaser that such Seller the Company shall not (and the Company shall ensure that no Acquired Company and no Representative of any Acquired Company) issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or the Merger or any of the other transactions or documents contemplated by this Agreement, without PurchaserParent’s prior written consent; providedand (b) the Company shall (and shall cause each Acquired Company to) consult with Parent prior to issuing, howeverand shall consider in good faith the views of Parent with respect to, that: any other press release or making any other public statement. From and after the Closing, (ai) Parent and the Company shall be entitled to issue any Seller public announcement, public statement or similar publicity with respect to this Agreement or transactions contemplated hereby in its discretion (provided that any such action taken by Company will be subject to the prior written approval of Parent), and (ii) the Securityholders’ Agent shall not issue any public announcement, public statement or similar publicity with respect to this Agreement or the transactions contemplated hereby without first obtaining Parent’s prior written consent. Unless consented to in advance or required by applicable Legal Requirements (in which case the party required to make such disclosure will, to the extent legally permissible, consult with the other parties a reasonable time prior to making such disclosure and will consider in good faith any comments made by the other parties to such disclosure), the parties shall keep this Agreement confidential in accordance with the terms of the Confidentiality Agreement and may not make any disclosure of this Agreement to any person, other than in the case of Parent, to its Affiliates or, subject to customary confidentiality undertakings, their respective assignees or licensees and in the case of the Securityholders’ Agent or the Company prior to Closing, to its legal and accounting advisors, and in the case of the Securityholders’ Agent, the Advisory Group, that are subject to customary confidentiality undertakings. If Parent, the Company, the Securityholders’ Agent or any of their respective Affiliates, based on the advice of their respective counsel, determines that this Agreement must be publicly filed with a Governmental Body, then, to the extent required legally permissible, prior to making such filing, (i) in the case of such a filing by Parent or any of its Affiliates, Parent or its applicable Affiliates shall provide the Company (if prior to the Closing) or the Securityholders’ Agent (if after the Closing), on behalf of the stockholders, and its counsel with a redacted version of this Agreement that it intends to file, and will consider in good faith any comments provided by the Company or the Securityholders’ Agent (as applicable) or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Body of those sections specified by the Company or the Securityholders’ Agent (as applicable) or its counsel for redaction and confidentiality, or (ii) in the case of such a filing by any Legal Requirement Acquired Company (if prior to the Closing) or the Securityholders’ Agent (if after the Closing), the Company or the Securityholders’ Agent (as applicable) shall provide Parent and its counsel, if applicable, with a redacted version of this Agreement that such entity intends to file, and will consider in good faith any comments provided by Parent or its counsel, if applicable, and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Body of those sections specified by Parent or its counsel, if applicable, for redaction and confidentiality. Notwithstanding the foregoing or anything in this Agreement to the contrary, following Closing, the Securityholders’ Agent shall be permitted to: (i) after the public announcement of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Agent in connection herewith as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and announcement does not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information other terms hereof; and (ii) disclose information as required by applicable Legal Requirements or to any other Person; providedemployees, howeveradvisors, that any Seller may disclose Confidential Information agents or consultants of the Securityholders’ Agent, including the Advisory Group, and to the extent required by any Legal Requirement as long as Participating Securityholders, in each case who have a need to know such Seller provides Purchaser information, provided that such persons are subject to confidentiality obligations with written notice respect thereto. Each of such Legal Requirement and, the parties hereto agrees that the information obtained pursuant to the extent practicable, permits Purchaser to seek a protective order negotiation and execution of this Agreement or similar form of protection prior to the disclosure consummation for the transactions contemplated hereby shall be governed by the Seller terms of such informationthe Confidentiality Agreement.

Public Announcements; Confidentiality. From and after the date of this AgreementClosing, each Seller hereby covenants with and undertakes to Purchaser that such (i) Seller shall not issue make any press release or public announcement with respect to the transactions contemplated hereby without the prior written consent of Purchaser and (ii) Purchaser shall not make any press release or public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure announcement with respect to the extent transactions contemplated hereby except as required by applicable Law or the regulations of any Legal Requirement as long as such applicable securities exchange (and after giving Seller provides Purchaser with written reasonable advance notice of such Legal Requirement andand the opportunity to provide its comments thereto). From and after the Closing, to the extent practicableSeller shall, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with and shall cause its respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies disclose or disclose any of the Confidential Information provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain, and immediately notify Purchaser in writing so that Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The parties acknowledge that any Seller may disclose Confidential Information confidentiality or non-disclosure agreements executed prior to the extent date hereof by and between Seller and Purchaser or their respective Affiliates (or investment bankers representing them) are hereby terminated, without further action required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationparty thereto.

Public Announcements; Confidentiality. From Except as otherwise required by law or if required in order to comply with any listing agreement with, or the rules or regulations of, any 42 securities exchange on which securities of the Sellers, the Purchasers or any of their respective Affiliates are listed or traded, the Purchasers and after the date Sellers will consult with the other and obtain the written consent of the other before issuing any press releases or any public statements with respect to this Agreement and the Contemplated Transactions. The Purchasers do not anticipate that they will be required to make a copy of this Agreement (or any schedule or exhibit hereto) publicly available or to otherwise publicly disclose the terms of this Agreement by any law, listing agreement, rule or regulation. Atari may be required to file a copy of this Agreement with the U.S. Securities and Exchange Commission (and in such event, Atari shall give prior written notice to the Purchasers before filing such copy of this Agreement, each Seller hereby covenants with and undertakes to Purchaser ). In the event that the Purchasers determine at any time that any such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure to the extent is required by any Legal Requirement as long as such Seller provides Purchaser law, listing agreement, rule or regulation, the Purchasers will work with written notice the Sellers in good faith to disclose any commercially-sensitive information concerning the terms of such Legal Requirement and, this Agreement in a manner reasonably acceptable to the extent practicableSellers that complies with such law, permits Purchaser to seek a protective order listing agreement, rule or similar form of protection prior regulation. Any information provided to the disclosure Purchasers or its representatives pursuant to this Agreement shall be held by the Seller of such information; (b) any Seller may make any disclosure Person in accordance with, and shall be subject to the extent consistent with (terms of, the Confidentiality Agreements, if any, and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser each of the Sellers and the Sellers’ Agent Purchasers shall mutually agree upon comply with the contents of Confidentiality Agreements as if it were a press release party thereto. Notwithstanding the publication of which shall be the first public announcement foregoing, each of the execution Parties hereto will have the right to disclose the terms of this Agreement. Each Seller shall ensure that neither such Seller nor Agreement to their respective statutory auditors in order to comply with any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationaccounting regulations.

Public Announcements; Confidentiality. From Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement will be issued, if at all, at such time and after in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the date shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to this AgreementAgreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Seller hereby covenants with Buyer and undertakes to Purchaser that such Seller each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; providedand Veritek will have the right to be present for any such communication. Immediately following the Closing, howeverSeller and Veritek shall jointly publicly announce completion of the Closing in mutually agreeable form, that: (a) any Seller may make any disclosure to and failing such public announcement no later than twenty-four hours after the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which Closing each shall be the first entitled to make its own public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationannouncement.

Public Announcements; Confidentiality. From and after the date of this Agreement, each Seller hereby covenants with and undertakes to Purchaser that such Seller shall not issue any press No publicity release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) announcement concerning this Agreement or the transactions contemplated hereby shall be made by any party hereto or its Affiliates without advance approval thereof by each of the other parties hereto. While this Agreement is in effect and after this Agreement terminates, each party hereto and its Affiliates shall keep confidential, and shall not disclose, the terms of this Agreement or the Option and Acquisition Agreement to any other Person without the prior written consent of each other party hereto unless (i) the disclosure is in response to legal order or subpoena, (ii) the terms are readily ascertainable from public or published information, or trade sources (without violation of the foregoing provisions of this sentence), (iii) the disclosure is (A) in connection with any Action or Proceeding in respect of this Agreement or (B) to a Governmental or Regulatory Authority the filing with or consent of which is required in connection with the transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: Agreement or the Option and Acquisition Agreement or (aiv) any Seller may make any disclosure to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller is to any officer, director, employee or agent of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use party hereto or of any of its Affiliates and such Person needs to know such information for purposes of consummating the Confidential Information except if transactions contemplated by or the performance of this Agreement or the Option and Acquisition Agreement, provided that the disclosing party shall use its best efforts to cause such use is made for officer, director, employee or agent to hold such information in confidence. Notwithstanding anything herein to the benefit contrary, Purchaser and Seller agree that Seller shall be entitled to disclose such of the Acquired Companies or disclose any terms of the Confidential Information to any other Person; providedthis Agreement as it deems appropriate, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement andin its sole discretion, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationComp-Est.

Public Announcements; Confidentiality. From and after the date of 32.1.1 No Party shall make any press release or other public announcement with respect to this Agreement, and each Seller hereby covenants Party shall keep confidential and not disclose to any third party the contents of this Agreement and any confidential or proprietary (financial, business and other) information relating to the other Party or its group (the "Confidential Information") which has been, or will be, made available to it in connection with the transaction contemplated hereby, in each case except (i) as expressly otherwise agreed with the other Party (in case of Purchaser: Parent or Purchaser), (ii) as required by Law or relevant securities exchange rules (in which case the Party required to make such public announcement shall use reasonable efforts to provide the other Parties a reasonable opportunity to comment on such public announcement prior to such publication or (iii) to the extent the contents of such announcements are consistent in all material respects with disclosures that have previously been made without violation of this Section 32.1. Notwithstanding anything herein to the contrary, each of Purchaser, Parent and undertakes their respective Affiliates may, at any time without the consent of Seller, (a) respond to Purchaser that such Seller shall not questions or provide a summary or update relating to, or discuss the benefits of, the transactions contemplated by this Agreement in calls or meetings with Parent's or its Affiliates' analysts, investors or attendees of any industry conference, (b) make any public announcement or statement and issue any press release that provides a summary or make any public statement regarding (or otherwise disclose update relating to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: provided that in the case of (a) any Seller may make any disclosure to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; and (b) any Seller may make any disclosure to the extent consistent with ), such responses, summaries, announcements, statement and communications substantially reiterate (and are not more expansive in any material respect thaninconsistent with) prior public disclosures previous responses, summaries, announcements, statements and communications approved by Purchaser; and Seller, (c) Purchaser engage in communications required by Law or stock exchange rules, or engage SPAExecution Version in confidential conversations with the stock exchange on which it is listed and (d) subject to this Section 32, engage in communications and negotiations with prospective debt and/or equity financing sources in respect of the Sellers’ Agent shall mutually Debt Financing, in each case with respect to the transactions contemplated by this Agreement. The Parties agree upon that the contents of a initial press release the publication of which shall to be the first public announcement of issued with respect to the execution of this Agreement. Each Seller Agreement shall ensure that neither such Seller nor any of such be in the form heretofore agreed to by Purchaser and Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information.

Public Announcements; Confidentiality. From Promptly following the execution and after delivery hereof, Signify Health, LLC may issue a press release announcing the date execution of this Agreement and the transactions contemplated hereby in the form previously agreed upon by Parent and the Company. Following such initial press release, neither Parent nor the Company shall issue any press release, have any communication with the press (whether or not for attribution) or make any other public statement with respect to this Agreement, each Seller the other Transaction Documents or the transactions contemplated hereby covenants with and undertakes to Purchaser that such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose to any Person thereby, without the existence or terms of) this Agreement or any prior consent of the other transactions (which consent shall not be unreasonably withheld, conditioned or documents contemplated by delayed). Notwithstanding the foregoing, any such Person may make any press release, communication with the press or other public statement with respect to this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure the other Transaction Documents or the transactions contemplated hereby or thereby as and to the extent required by Applicable Law or any Legal Requirement listing agreement with or rule of any national securities exchange or association, so long as the disclosing party, to the extent reasonably practicable, (x) provides prior written notice thereof to the other party and (y) provides a copy of any such press release, communications with the press or public statement (if written) and considers in good faith the comments of the other party thereon. Notwithstanding anything herein to the contrary, following Closing and after the public announcement of the Merger, the Equityholders’ Representative shall be permitted to announce that it has 66 been engaged to serve as the Equityholders’ Representative in connection herewith as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and announcement does not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationterms hereof.

Public Announcements; Confidentiality. From Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement will be issued, if at all, at such time and after in such manner as Buyer and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the date shares of this Agreement, Buyer or Seller are listed. Buyer and Seller each Seller hereby covenants agrees to consult with the other and undertakes to Purchaser that such Seller shall not issue cooperate in connection with the issuance of any press release releases or trade releases and the making of such other public statements with respect to this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Buyer and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Buyer or Seller are listed, prior to the Closing Seller, Buyer and each of their Affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any public statement regarding (or otherwise disclose to any Person the existence or terms of) disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein) and the Know How and Trade Secret License Agreement and the Trademark License Agreement may be disclosed in connection with an assignment by Seller of the Licensed Intellectual Property or the Licensed Xxxx, as applicable. Seller and Buyer will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; providedand Buyer will have the right to be present for any such communication. Immediately following the Closing, howeverSeller and Buyer shall jointly publicly announce completion of the Closing in mutually agreeable form, that: (a) any Seller may make any disclosure to and failing such public announcement no later than twenty-four hours after the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which Closing each shall be the first entitled to make its own public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationannouncement.

Public Announcements; Confidentiality. From No publicity release or public announcement concerning this Agreement or the transactions contemplated hereby shall be made by any party hereto or its Affiliates without advance approval thereof by each of the other parties hereto. While this Agreement is in effect and after this Agreement terminates, each party hereto and its Affiliates shall keep confidential, and shall not disclose, the date terms of this Agreement to any other Person without the prior written consent of each other party hereto unless (i) the disclosure is in response to legal order or subpoena, (ii) the terms are readily ascertainable from pubic or published information, or trade sources (without violation of the foregoing provisions of this sentence), (iii) the disclosure is (A) in connection with any Action or Proceeding in respect of this Agreement or (B) to a Governmental or Regulatory Authority the filing with or consent of which is required in connection with the transactions contemplated by this Agreement or (iv) the disclosure is to any officer, director, employee or agents of any party hereto or of any of its Affiliates and such Person needs to know such information for purposes of consummating the transactions contemplated by or the performance of this Agreement, each provided that the disclosing party shall use its best efforts to cause such officer, director, employee or agent to hold such information in confidence. Notwithstanding anything herein to the contrary, Purchaser, Seller hereby covenants with and undertakes the Stockholders agree that Purchaser shall be entitled to Purchaser that disclose such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose of the terms of this Agreement as it deems appropriate, in its sole discretion, to any Person of its value added resellers, provided that the existence or terms of) this Agreement or Purchaser shall use its best efforts to cause any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure value added reseller receiving such information to the extent required by any Legal Requirement as long as hold such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive information in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such informationconfidence.