Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b), neither Party shall make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or (iii) that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Section 6.7(a), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcement.

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b), neither Party shall make any press release or other public announcement regarding Each party agrees that the existence terms of this Agreement, Agreement and any negotiations with respect to the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party same (collectively, the “Public Announcement RestrictionsAgreement Confidential Information”). The Public Announcement Restrictions ) shall not restrict disclosures be maintained as confidential and that such party shall not, unless agreed to in writing by the other parties hereto, disclose or reveal, directly or indirectly, any of such Agreement Confidential Information to any Person except (i)(x) to the party’s officers, directors, members, partners, managers, employees, attorneys or other professional advisors, or (y) to any actual or potential investor in, or purchaser of, such party, to any actual or potential banks or other financing sources of such party, and to their respective attorneys or other professional advisors; but in each case only to the extent that such Persons have a reasonable need to know the same for purposes of such relationship and agree to maintain the confidentiality of the same, or (iii) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably limited extent necessary to provide notices, seek waivers, amendments or termination of such enforce its rights, or seek such consents)perform its obligations, (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or (iii) that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and no objection is raisedunder this Agreement. In the case of the disclosures described under subsections (i) and (ii) The provisions of this Section 6.7(a)4.5(a) shall not, each Party however, prohibit any party from disclosing any Agreement Confidential Information to the extent that such disclosure is required by Applicable Law, so long as the party seeking to disclose the same shall use its reasonable efforts first have given prompt written notice to consult other parties of the same and reasonably cooperates with the other Party regarding the contents of parties in their efforts, if any, to prevent or limit any such release or disclosure. If, in the opinion of counsel for Parent, the public disclosure of this Agreement is required under Applicable Law (including the Securities Exchange Act of 1934), then, to the extent that such treatment is available, Parent agrees to request confidential treatment of the schedules and exhibits hereto. Notwithstanding the foregoing, the parties shall issue a mutually agreeable public announcement prior to making such release or announcementwithin five (5) Business Days after the First Closing.

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b), neither Neither Party shall (and each Party shall cause its Affiliates and Representatives not to) make any other press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party (collectivelyParty; provided, however, that the “Public Announcement Restrictions”). The Public Announcement Restrictions foregoing shall not restrict such disclosures to the extent (i) necessary for a Party to perform or exercise its rights under, or defend itself against claims in connection with, this Agreement Agreement, (including disclosures ii) to Governmental Bodies or and Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination terminations of such rights, or seek such consents), and (iiiii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties disclosing Party or their respective Affiliates or (iii) any of its Affiliates; and provided, further, that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Section 6.7(a), each Party shall use its commercially reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcement, and in the case of clause (iii), the disclosing Party shall (x) disclose only that portion of information that it is advised by counsel in writing is legally required to be disclosed, and (y) use reasonable best efforts to, at the cost and expense of the Party seeking to limit the disclosure, obtain an appropriate protective order or other reasonable assurance that confidential treatment will be afforded such information.

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b)No party hereto shall (and each party hereto shall cause its Affiliates and representatives not to, neither Party and, after the Closing Date, Purchaser shall cause the Acquired Entities and its Affiliates not to) make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party party or parties hereto (collectivelywhich consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the “Public Announcement Restrictions”). The Public Announcement Restrictions foregoing shall not restrict such disclosures to the extent (i) necessary for a Party party hereto to perform or exercise its rights under, or defend itself against claims in connection with, this Agreement Agreement, (including disclosures ii) to Governmental Bodies or Third Parties Entities and third parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination terminations of such rights, or seek such consents), (iiiii) required (upon advice of counsel) by applicable securities Securities Laws or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties disclosing party or their respective any of its Affiliates or (iiiiv) that such Party party has given the other Party party a reasonable opportunity to review such disclosure prior to its release and no objection is raised. In ; and provided further, that in the case of the disclosures described under subsections clauses (i) and (ii) of this Section 6.7(aiii), each Party party hereto shall use its commercially reasonable efforts to consult with the other Party party or parties regarding the contents of any such release or announcement prior to making such release or announcement.

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b), neither Party Neither Buyer nor Sellers shall make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent consent, not to be unreasonably withheld, of the other Party (collectivelyParty; provided, however, that the “Public Announcement Restrictions”). The Public Announcement Restrictions foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies Authorities or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties Party or their respective Affiliates its Affiliates, including disclosures required to be made in the financial statements of Resources or in offering documents, (iii) that to Buyer’s, Sellers’, and/or Resources’ investors, underwriters or other financing sources or prospective financing sources in connection with the Financing, provided such disclosures are made to Persons subject to an obligation of confidentiality with respect to such information, or (iv) subject to Section 6.3(b), such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release release; and no objection is raised. In provided, further, that, in the case of the disclosures described under subsections clauses (i) and (ii) of this Section 6.7(a), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcement.

Public Announcements; Confidentiality. (a) Subject The initial press release issued by the Seller and the Buyer concerning this Agreement and the transactions contemplated hereby will be in a form agreed to Section 6.7(bby the Seller and the Buyer, and thereafter until the Closing Date (or the earlier termination of this Agreement in accordance with ‎Article IX), neither the Seller and the Buyer will consult with each other before issuing, and provide each other with a reasonable opportunity to review and comment upon, any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, except: (i) to the extent required to comply with applicable Legal Requirements, court process or the New York Stock Exchange, in which case the Party shall make issuing such press release or other public statement will, to the extent legally permitted, provide the other Party with a reasonable opportunity to review and comment, and will consider any comments received by the non-issuing party in good faith, (ii) any press release or other public announcement regarding the existence statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party hereto that were not made in contravention with this Section 5.10, other than as a result of such Party’s breach of its obligations under this AgreementSection 5.10, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party in each case under this clause (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures ii) to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates disclosure is still accurate or (iii) in connection with the Seller’s or the Seller’s Affiliates’ communications with its public shareholders, provided that such disclosure is reasonably necessary for the purposes of public communications, in which case the Party has given issuing such press release or other public statement will, to the extent legally permitted, provide the other Party with a reasonable opportunity to review such disclosure prior and comment, and will consider any comments received by the non-issuing party in good faith. For the avoidance of doubt, nothing in this Section 5.10 shall restrict disclosures of information or public statements made by or on behalf of any Party to any Affiliates, Representatives, direct or indirect financing sources, current, future and prospective investors of any Party or its release Affiliates, lenders and no objection is raised. In partners, including in the case of Buyer, the disclosures described under subsections (i) GIP Counterparty and (ii) any Investor Fund, so long as, in each case, such information is of this Section 6.7(a)a nature customarily conveyed to such Persons in connection with customary fundraising, each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release marketing, informational reporting or announcement prior to making such release or announcement.reporting activities. 77

Public Announcements; Confidentiality. The parties hereto shall not issue (aand shall cause their respective directors, officers, employees, representatives and Affiliates not to issue) Subject to Section 6.7(b)any report, neither Party shall make any statement or press release or other otherwise make any public announcement regarding the existence of statement with respect to this Agreement, the contents hereof or Agreement and the transactions contemplated hereby without the prior written consent consultation with and approval of the other Party (collectivelyparty, except as may be required by Applicable Law, including, Japanese or U.S. securities regulations and laws, in which case such party shall endeavor to advise the other parties and discuss the contents of the disclosure a reasonable period before issuing any such report, statement or press release. Furthermore, the “Public Announcement Restrictions”). The Public Announcement Restrictions parties hereto shall keep confidential and not restrict disclosures disclose, and shall cause their respective Affiliates and directors, officers, employees and representatives of such party and their respective Affiliates to keep confidential and not disclose, any of the terms and conditions of this Agreement or any Transaction Agreement to any Third Party or any information in whatever form, tangible or intangible, that is not generally known to the public and that was provided to Seller by Buyer or to Buyer by Seller, as the case may be, in connection with negotiations, dealings and other discussions between the parties hereto relating to this Agreement or any Transaction Agreement, in each case except as and to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies that any such party shall be so obligated by Applicable Law, including, Japanese or Third Parties holding preferential rights to purchaseU.S. securities regulations and laws, rights of consent or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or (iii) that such Party has given in which case the other Party a reasonable opportunity to review such disclosure prior to its release party shall be so advised and no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Section 6.7(a), each Party parties shall use its their reasonable commercial efforts to consult with the other Party regarding the contents of any such cause a mutually agreeable release or announcement prior to making such release be issued and except that the parties may disclose the terms and conditions of this Agreement or announcementany Transaction Agreement to their respective accountants, auditors, lawyers, other advisors or actual or prospective parties to a business combination or loan or investment, but shall instruct the foregoing parties (other than counsel or auditors who are bound by an ethical obligation of confidentiality) to keep confidential and not disclose the terms and conditions of this Agreement or the Transaction Documents; provided, however, that Buyer’s non-disclosure obligation is limited to information received from Seller related only to Seller. Buyer shall not be prohibited after the Closing from disclosing any information provided by Seller related to any Company or Subsidiary.

Public Announcements; Confidentiality. (a) Subject Except as may be required by law or the rules of any stock exchange or regulatory authority, none of the parties to Section 6.7(b), neither Party shall make this Agreement may issue any press release or other otherwise make any public announcement regarding or comment on this Agreement and the existence of this matters covered herein (including, without limitation, the Acquisition Agreement, the contents hereof or Support Agreements, the Equity Commitment Letters, the Limited Guarantees, the Offer and the transactions contemplated hereby by any of the foregoing) without the prior written consent of the other Party party hereto. Further, the parties to this Agreement agree that this Agreement the Acquisition Agreement, the Support Agreements, the Equity Commitment Letters and the Limited Guarantees (collectively, the “Public Announcement RestrictionsConfidential Information”). The Public Announcement Restrictions shall not restrict disclosures ) will remain strictly confidential and that none of the existence of the Confidential Information, its contents or the transactions contemplated therein will be, directly or indirectly, discussed with or disclosed to any third party (other than to the extent (i) necessary for officers, directors, stockholders, advisors, attorneys, accountants or other representatives of a Party party to perform this Agreement (including disclosures for purposes of matters relating to Governmental Bodies the transactions contemplated therein and provided that such parties agree to comply with the provisions of this paragraph), except as may be required by applicable law, rule or Third Parties holding preferential rights regulation. To the extent a party to purchasethis Agreement may be required by law, rights of consent rule or regulation to make any public announcement or other rights that may be applicable to disclosure regarding the transaction contemplated by this AgreementConfidential Information, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations its contents or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or (iii) that transactions contemplated therein, such Party has given party shall give the other Party a reasonable party hereto prior written notice thereof and the opportunity to review and comment on such disclosure prior to its release and no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Section 6.7(a), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcementdisclosure.

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b), neither Party shall make any press release or other public announcement regarding Upon the existence execution of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party (collectivelyRedeemed Partners, the “Public Announcement Restrictions”). The Public Announcement Restrictions Partnership, the Remaining Partners and each of their respective Affiliates shall not restrict disclosures have the right to the extent make such public announcements or filings as may be required by (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies or Third Parties holding preferential rights to purchase, rights the Securities Act of consent or other rights that may be applicable to the transaction contemplated by this Agreement1933, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents)amended, (ii) the Securities Exchange Act of 1934, as amended, (iii) the rules and listing standards of the New York Stock Exchange, Inc., (iv) any other Law of a jurisdiction to which the parties hereto are subject, or (v) any oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process required (by applicable Law by any Governmental or Regulatory Authority to which the Redeemed Partners, the Partnership or the Remaining Partners are subject. The Redeemed Partners, the Partnership and the Remaining Partners 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 counselcounsel as may be otherwise be deemed necessary. In this connection, it should be noted that the Redeemed Partners have determined that the entry into this Agreement will need to be disclosed within four (4) by applicable securities 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 other Laws or regulations or be filed as an exhibit to each of the applicable rules Redeemed Partners next following periodic report filed pursuant to the Securities Exchange Act of any stock exchange having jurisdiction over 1934, as amended. Each of the Parties or their respective Affiliates or (iii) that parties hereby agree to provide the non-disclosing parties as much advance notice as reasonably possible with respect to the nature of such Party has given disclosure, cooperate fully as to the timing and contents of such disclosure and review in good faith the suggestions of the other Party a reasonable opportunity party with respect to review such disclosure prior to its release and no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Section 6.7(a), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcementdisclosure.

Public Announcements; Confidentiality. (a) Subject to Section 6.7(b)Except as may be required by law including in the case of the Pinnacle Members, neither Party the rules and regulations of the Securities and Exchange Commission, or as the Pinnacle Members shall determine is advisable or necessary in connection with its public filings under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, no Unitholder or Related Employee shall make any press release or other release, public announcement regarding or filing with respect to the existence Company or any of this Agreementits Subsidiaries. In addition to the confidentiality provision set forth in Section 7.2(e), each Unitholder and Related Employee shall keep secret and retain in the contents hereof or the transactions contemplated hereby strictest confidence, and shall not, without the prior written consent of the other Party Board, disclose to any third party or use for the benefit of itself or any third party any confidential or proprietary information relating to the Company or any of its Subsidiaries, except (collectively, the “Public Announcement Restrictions”). The Public Announcement Restrictions shall not restrict disclosures i) to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Bodies the fulfillment of his or Third Parties holding preferential rights to purchase, rights her duties as an employee or independent contractor of consent the Company or other rights that may be applicable to the transaction contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination any of such rights, or seek such consents)its Subsidiaries, (ii) as required (upon advice of counsel) by applicable securities laws or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or regulations, (iii) that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and no objection is raised. In in the case of the disclosures described under subsections Pinnacle Members, in the ordinary course of their business consistent with past practices related to their business relationship with the Company, (iiv) in the case of each Management Party and Related Employee of a Management Party, in connection with the ownership and participation in management and operation of the entities listed on Schedule 6.5(b) (provided that the applicable Management Party and Related Employee and the Company shall cooperate in good faith after the date hereof to document appropriate confidentiality and information sharing arrangements between the Company and such entities), (v) in response to requests from federal and state regulatory agencies, and (iivi) to the extent necessary for the preparation of this Section 6.7(a), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcementtax returns and financial statements.