Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) Each party agrees that the terms of this Agreement and any negotiations with respect to the same (collectively, the “Agreement Confidential Information”) shall 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 (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, 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 first have given prompt written notice to other parties of the same and reasonably cooperates with the other parties in their efforts, if any, to prevent or limit any such 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 within five (5) Business Days after the First Closing.

Public Announcements; Confidentiality. (a) Each party agrees that The initial press release issued by the terms Seller and the Buyer concerning this Agreement and the transactions contemplated hereby will be in a form agreed to by the Seller and the Buyer, and thereafter until the Closing Date (or the earlier termination of this Agreement in accordance with ‎Article IX), 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 negotiations press release or otherwise making any public statements with respect to the same transactions contemplated by this Agreement, except: (collectively, the “Agreement Confidential Information”) shall 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)(xi) to the party’s officersextent required to comply with applicable Legal Requirements, directorscourt process or the New York Stock Exchange, members, partners, managers, employees, attorneys in which case the Party issuing such press release or other professional advisors, or (y) to any actual or potential investor in, or purchaser of, such partypublic statement will, to the extent legally permitted, provide the other Party with a reasonable opportunity to review and comment, and will consider any actual or potential banks comments received by the non-issuing party in good faith, (ii) any press release or other financing sources public 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 partyParty’s breach of its obligations under this Section 5.10, 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 under this clause (ii) to the limited extent necessary to enforce such disclosure is still accurate or (iii) in connection with the Seller’s or the Seller’s Affiliates’ communications with its rightspublic shareholders, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, however, prohibit any party from disclosing any Agreement Confidential Information to the extent provided that such disclosure is required by Applicable Law, so long as reasonably necessary for the party seeking to disclose the same shall first have given prompt written notice to other parties purposes of the same and reasonably cooperates with the other parties in their efforts, if any, to prevent or limit any such disclosure. Ifpublic communications, in which case the opinion of counsel for Parent, the Party issuing such press release or other public disclosure of this Agreement is required under Applicable Law (including the Securities Exchange Act of 1934), thenstatement will, to the extent that such treatment is availablelegally permitted, Parent agrees provide the other Party with a reasonable opportunity to request confidential treatment review 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 Affiliates, lenders and partners, including in the schedules and exhibits hereto. Notwithstanding the foregoingcase of Buyer, the parties shall issue GIP Counterparty and any Investor Fund, so long as, in each case, such information is of a mutually agreeable public announcement within five (5) Business Days after the First Closing.nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or 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) Each party agrees that the terms of any report, statement or press release or otherwise make any public statement with respect to this Agreement and any negotiations the transactions contemplated hereby without prior consultation with respect to the same (collectively, the “Agreement Confidential Information”) shall be maintained as confidential and that such party shall not, unless agreed to in writing by approval of 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 (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, however, prohibit any party from disclosing any Agreement Confidential Information to the extent that such disclosure is except as may be required by Applicable Law, so long as the including, Japanese or U.S. securities regulations and laws, in which case such party seeking shall endeavor to disclose the same shall first have given prompt written notice to other parties of the same and reasonably cooperates with advise the other parties in their efforts, if any, to prevent or limit and discuss the contents of the disclosure a reasonable period before issuing any such disclosurereport, statement or press release. If, in the opinion of counsel for ParentFurthermore, the public disclosure parties hereto shall keep confidential and not 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 required under Applicable Law (including not generally known to the Securities Exchange Act of 1934)public and that was provided to Seller by Buyer or to Buyer by Seller, thenas 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 that any such treatment is availableparty shall be so obligated by Applicable Law, Parent agrees to request confidential treatment of including, Japanese or U.S. securities regulations and laws, in which case the schedules other party shall be so advised and exhibits hereto. Notwithstanding the foregoing, the parties shall issue use their reasonable commercial efforts to cause a mutually agreeable public release or announcement within five to be issued and except that the parties may disclose the terms and conditions of this Agreement or any 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 (5other than counsel or auditors who are bound by an ethical obligation of confidentiality) Business Days 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 First ClosingClosing from disclosing any information provided by Seller related to any Company or Subsidiary.

Public Announcements; Confidentiality. (a) Each party agrees 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, not to be unreasonably withheld, of the other Party; provided, however, that the terms of foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement and any negotiations with respect (including disclosures to Governmental Authorities or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the same (collectivelytransaction contemplated by this Agreement, the “Agreement Confidential Information”) shall be maintained as confidential and that such party shall notreasonably necessary to provide notices, unless agreed to in writing by the other parties heretoseek waivers, disclose amendments or reveal, directly or indirectly, any termination of such Agreement Confidential Information rights, or seek such consents), (ii) required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Party or its Affiliates, including disclosures required to any Person except be made in the financial statements of Resources or in offering documents, (i)(xiii) to the party’s officersBuyer’s, directorsSellers’, membersand/or Resources’ investors, 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 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 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 sameinformation, or (iiiv) subject to Section 6.3(b), such Party has given the limited extent necessary other Party a reasonable opportunity to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, however, prohibit any party from disclosing any Agreement Confidential Information to the extent that review such disclosure is required by Applicable Lawprior to its release; and provided, so long as further, that, in the party seeking case of clauses (i) and (ii), each Party shall use its reasonable efforts to disclose the same shall first have given prompt written notice to other parties of the same and reasonably cooperates consult with the other parties in their efforts, if any, to prevent or limit Party regarding the contents of any such 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, release or announcement prior to the extent that making 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 within five (5) Business Days after the First Closingrelease or announcement.

Public Announcements; Confidentiality. (a) Each party agrees that Except as may be required by law including in the terms case of this Agreement and any negotiations with respect to the same (collectivelyPinnacle Members, the “Agreement Confidential Information”) shall be maintained as confidential rules and that such party shall not, unless agreed to in writing by regulations of 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 advisorsSecurities and Exchange Commission, 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 (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, 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 Pinnacle Members shall determine is advisable or necessary in connection with its public filings under the same shall first have given prompt written notice to other parties Securities Act of the same and reasonably cooperates with the other parties in their efforts1933, if any, to prevent as amended or limit any such 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, as amended, no Unitholder or Related Employee shall make any press release, public announcement or filing with respect to the Company or any of its Subsidiaries. In addition to the confidentiality provision set forth in Section 7.2(e), theneach Unitholder and Related Employee shall keep secret and retain in the strictest confidence, and shall not, without the prior written consent of the 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 (i) to the extent that such treatment is available, Parent agrees to request confidential treatment necessary for the fulfillment of his or her duties as an employee or independent contractor of the schedules Company or any of its Subsidiaries, (ii) as required by applicable laws or regulations, (iii) in the case of the Pinnacle Members, in the ordinary course of their business consistent with past practices related to their business relationship with the Company, (iv) in the case of each Management Party and exhibits hereto. Notwithstanding Related Employee of a Management Party, in connection with the foregoing, ownership and participation in management and operation of the parties entities listed on Schedule 6.5(b) (provided that the applicable Management Party and Related Employee and the Company shall issue a mutually agreeable public announcement within five (5) Business Days cooperate in good faith after the First Closingdate 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 (vi) to the extent necessary for the preparation of tax returns and financial statements.

Public Announcements; Confidentiality. (a) Each No party agrees hereto shall (and each party hereto shall cause its Affiliates and representatives not to, 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 or parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the terms of this Agreement and any negotiations with respect to the same (collectively, the “Agreement Confidential Information”) foregoing shall be maintained as confidential and that not restrict 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 disclosures to the extent that such Persons have (i) necessary for a reasonable need party hereto to know the same for purposes of such relationship and agree to maintain the confidentiality of the sameperform or exercise its rights under, or defend itself against claims in connection with, this Agreement, (ii) to Governmental Entities and third parties holding rights of consent or other rights that may be applicable to the limited extent transactions contemplated by this Agreement, as reasonably necessary to enforce its provide notices, seek waivers, amendments or terminations of such rights, or perform seek such consents, (iii) 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 disclosing party or any of its obligations, under this Agreement. The provisions of this Section 4.5(aAffiliates or (iv) shall not, however, prohibit any such party from disclosing any Agreement Confidential Information has given the other party a reasonable opportunity to the extent that review such disclosure prior to its release and no objection is required by Applicable Lawraised; and provided further, so long as that in the case of clauses (i) and (iii), each party seeking hereto shall use its commercially reasonable efforts to disclose the same shall first have given prompt written notice to other parties of the same and reasonably cooperates consult with the other party or parties in their efforts, if any, to prevent or limit regarding the contents of any such 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, release or announcement prior to the extent that making 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 within five (5) Business Days after the First Closingrelease or announcement.

Public Announcements; Confidentiality. (a) Each party agrees 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; provided, however, that the terms of this Agreement and any negotiations with respect to the same (collectively, the “Agreement Confidential Information”) foregoing shall be maintained as confidential and that not restrict 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 disclosures to the extent that such Persons have (i) necessary for a reasonable need Party to know the same for purposes of such relationship and agree to maintain the confidentiality of the sameperform or exercise its rights under, or defend itself against claims in connection with, this Agreement, (ii) to Governmental Bodies and Third Parties holding rights of consent or other rights that may be applicable to the limited extent transactions contemplated by this Agreement, as reasonably necessary to enforce its provide notices, seek waivers, amendments or terminations of such rights, or perform seek such consents, and (iii) 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 disclosing Party or any of its obligationsAffiliates; and provided, under this Agreement. The provisions of this Section 4.5(a) further, that each Party shall not, however, prohibit any party from disclosing any Agreement Confidential Information use its commercially reasonable efforts to the extent that such disclosure is required by Applicable Law, so long as the party seeking to disclose the same shall first have given prompt written notice to other parties of the same and reasonably cooperates consult with the other parties in their efforts, if any, to prevent or limit Party regarding the contents of any such disclosure. Ifrelease or announcement prior to making such release or announcement, and in the opinion case of counsel for Parentclause (iii), the public disclosure disclosing Party shall (x) disclose only that portion of this Agreement information that it is advised by counsel in writing is legally required under Applicable Law to be disclosed, and (including y) use reasonable best efforts to, at the Securities Exchange Act cost and expense of 1934)the Party seeking to limit the disclosure, then, to the extent obtain an appropriate protective order or other reasonable assurance 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 within five (5) Business Days after the First Closingwill be afforded such information.

Public Announcements; Confidentiality. (a) Each party agrees that Upon the terms execution of this Agreement and any negotiations with respect to the same (collectivelyAgreement, the “Agreement Confidential Information”) shall be maintained as confidential Redeemed Partners, the Partnership, the Remaining Partners and that such party shall not, unless agreed to in writing by the other parties hereto, disclose or reveal, directly or indirectly, any each 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 Affiliates shall have the right to make such public announcements or other professional advisors; but in each case only to filings as may be required by (i) the extent that such Persons have a reasonable need to know the same for purposes Securities Act of such relationship and agree to maintain the confidentiality of the same1933, or as amended, (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, 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 first have given prompt written notice to other parties of the same and reasonably cooperates with the other parties in their efforts, if any, to prevent or limit any such 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), thenas amended, to (iii) the extent that such treatment is available, Parent agrees to request confidential treatment rules and listing standards of the schedules and exhibits hereto. Notwithstanding New York Stock Exchange, Inc., (iv) any other Law of a jurisdiction to which the foregoingparties 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 parties Partnership or the Remaining Partners are subject. The Redeemed Partners, the Partnership and the Remaining Partners also shall issue a mutually agreeable have the right to make such public announcement 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 the Redeemed Partners have determined that the entry into this Agreement will need to be disclosed within five four (54) Business Days after of its execution on a Current Report on Form 8-K under Item 1.01 thereof and that the First ClosingAgreement will be filed as an exhibit thereto or be filed as an exhibit to each of the Redeemed Partners next following periodic report filed pursuant to the Securities Exchange Act of 1934, as amended. Each of the parties hereby agree to provide the non-disclosing parties as much advance notice as reasonably possible with respect to the nature of such disclosure, cooperate fully as to the timing and contents of such disclosure and review in good faith the suggestions of the other party with respect to the contents of such disclosure.

Public Announcements; Confidentiality. (a) Each party agrees that Except as may be required by law or the terms rules of any stock exchange or regulatory authority, none of the parties to this Agreement may issue any press release or otherwise make any public announcement or comment on this Agreement and the matters covered herein (including, without limitation, the Acquisition Agreement, the Support Agreements, the Equity Commitment Letters, the Limited Guarantees, the Offer and the transactions contemplated by any negotiations with respect of the foregoing) without the prior consent of the other party hereto. Further, the parties to this Agreement agree that this Agreement the same Acquisition Agreement, the Support Agreements, the Equity Commitment Letters and the Limited Guarantees (collectively, the “Agreement Confidential Information”) shall be maintained as will remain strictly confidential and that such party shall notnone of the existence of the Confidential Information, unless agreed to in writing by its contents or the other parties hereto, disclose or revealtransactions contemplated therein will be, directly or indirectly, any of such Agreement Confidential Information discussed with or disclosed to any Person except third party (i)(x) other than to the party’s officers, directors, membersstockholders, partnersadvisors, managersattorneys, employees, attorneys accountants or other professional advisors, or (y) representatives of a party 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 this Agreement for purposes of matters relating to the transactions contemplated therein and provided that such relationship and parties agree to maintain comply with the confidentiality of the same, or (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall notparagraph), howeverexcept as may be required by applicable law, prohibit any party from disclosing any Agreement Confidential Information to rule or regulation. To the extent that such disclosure is a party to this Agreement may be required by Applicable Lawlaw, so long as rule or regulation to make any public announcement or other disclosure regarding the Confidential Information, its contents or the transactions contemplated therein, such party seeking to disclose shall give the same shall first have given prompt other party hereto prior written notice thereof and the opportunity to other parties of the same review and reasonably cooperates with the other parties in their efforts, if any, to prevent or limit any comment on such 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 within five (5) Business Days after the First Closing.