Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) The Company and the Acquiring Entities will cooperate with each other before making any public statements or issuing any press releases with respect to this Agreement and any of the transactions contemplated hereby and shall not make any such public statements or issue any such press releases prior to such consultation, subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules. (b) Each of the Company and the Acquiring Entities agrees that all information provided to it or any of its representatives pursuant to this Agreement shall be kept confidential, and each of the Company and the Acquiring Entities shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company or the Acquiring Entities, as applicable, who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; PROVIDED, HOWEVER, the foregoing obligation of each of the Company and the Acquiring Entities shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by the Company or the Acquiring Entities, as applicable, or by persons to whom the Company or the Acquiring Entities, as applicable, has made such information available, (2) is or becomes available to the Company or the Acquiring Entities, as applicable, on a non-confidential basis from a third party that is not, to the knowledge of the Company or the Acquiring Entities, as applicable, bound by any other confidentiality agreement with the other party hereto, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process.

Public Announcements; Confidentiality. (a) The Prior to the Closing, the Company and the Acquiring Entities will cooperate Buyer shall consult with each other before making any of them issues any press release or otherwise makes any public statements or issuing any press releases with respect to this Agreement and any of the transactions contemplated hereby and by this Agreement; provided, however, that such approval shall not make be required where such release or announcement is required by any laws (including common law), statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions and writs of any Governmental Authority having jurisdiction over the business or operations of the Company or Buyer; and provided further, that either the Company or Buyer may respond to inquiries by the press or others regarding the transactions contemplated by this Agreement, so long as such public statements or issue any responses are consistent with such press releases prior to such consultation, subject to each party's disclosure obligations imposed by law and any stock exchange or similar rulespreviously issued press releases. (b) Each From and after the date hereof, each Restricted Party agrees, severally and not jointly with any other Person, to keep confidential and protect, and not divulge or otherwise allow access to any and all information of the Company or any of its Subsidiaries relating to or arising out of the business or operations of the Company and its Subsidiaries, including any and all notes, analyses, compilations, studies, summaries and other material containing or based, in whole or in part, on any such information (the Acquiring Entities agrees "Confidential Information"). Each Restricted Party agrees, severally and not jointly with any other Person, that all information provided to it or any of its representatives pursuant to this Agreement shall be kept confidentialsuch Confidential Information constitutes a unique and valuable asset, and each that any disclosure of the Company such Confidential Information in breach of this Section 6.5(b) would be wrongful and the Acquiring Entities shall would cause irreparable harm to Buyer. The foregoing obligations of confidentiality will not (x) disclose such information apply to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company or the Acquiring Entities, as applicable, who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; PROVIDED, HOWEVER, the foregoing obligation of each of the Company and the Acquiring Entities shall not Confidential Information (i) relate to any information that (1) is now or subsequently becomes generally available publicly known, other than as a direct or indirect result of unauthorized disclosure the breach of this Agreement by the Company or the Acquiring Entities, as applicable, or by persons to whom the Company or the Acquiring Entities, as applicable, has made such information availableany Restricted Party, (2ii) is or becomes available to the Company or the Acquiring Entities, as applicable, on that a non-confidential basis Restricted Party receives from a third party without obligation of confidentiality, (iii) that a Restricted Party independently develops after Closing or (iv) that is notlearned or developed by a Restricted Party as a result of his or its general experience in the oil and gas business. Each Restricted Party agrees, severally and not jointly with any other Person, that the provisions and restrictions contained in this Section 6.5(b) are necessary to protect the knowledge legitimate continuing interests of Buyer in acquiring the Company and entering into this Agreement, that the covenants in this Section 6.5(b) have been specifically bargained for, that any violation or breach of such provisions and restrictions will result in irreparable injury to Buyer for which a remedy at law would be inadequate and that, in addition to any relief at law that may be available to Buyer for such violation or breach and regardless of any other provision contained in this Agreement, Buyer will be entitled to injunctive or other equitable relief restraining such violation or breach (without any requirement that Buyer provide any bond or other security). All obligations arising under this Section 6.5(b) shall terminate in full as of the Company or first anniversary of the Acquiring Entities, as applicable, bound by any other confidentiality agreement with the other party hereto, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental processClosing Date.

Public Announcements; Confidentiality. (a) The From and after the date of this Agreement, except to the extent required by applicable Legal Requirements or, as to the Company, as required by the Indenture, neither Purchaser nor the Company and the Acquiring Entities will cooperate with each other before making any public statements shall, directly or issuing indirectly, issue any press releases with respect to this Agreement and release or public announcement of any of kind concerning the transactions contemplated hereby and shall not make by this Agreement without the prior written consent of the other parties hereto; and, in the event any such public statements announcement, release or issue any such press releases disclosure is required by applicable Legal Requirements or, as to the Company, as required by the Indenture, Purchaser and the Company will consult prior to such consultation, subject the making thereof and use their reasonable best efforts to each party's disclosure obligations imposed by law and any stock exchange or similar rulesagree upon a mutually satisfactory text. (b) Each Between the date of the Company this Agreement and the Acquiring Entities agrees that all information provided to it or any of its representatives pursuant to this Agreement Closing Date, (i) Purchaser shall be kept confidentialnot, and each of the Company and the Acquiring Entities shall not (x) disclose such information to any persons other than the directorspermit its Advisors to, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates communicate with customers or suppliers of the Company or any other Person with whom the Acquiring EntitiesCompany maintains a similar business or commercial relationship, as applicable, who reasonably need to have access with respect to the confidential information and who are advised transactions contemplated by this Agreement or with respect to the business or operations of the Company, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed); and (ii) Purchaser shall not (except with respect to the HSR Act) communicate with any Governmental Authority with respect to the Company or the Securityholders or the other transactions contemplated hereby without the prior written consent of the Company (such consent shall not be unreasonably withheld or delayed). (c) Unless consented to by each of the parties hereto, the parties hereto shall keep this Agreement strictly confidential nature and may not make any disclosure of such information this Agreement or the terms and conditions contained herein to any Person except (yi) use such information in a manner which would as may be detrimental required under applicable Legal Requirements, (ii) as to the Company; PROVIDED, HOWEVERas required by the Indenture, (iii) to the foregoing obligation of each of the Company and the Acquiring Entities shall not (i) relate to any extent that such information that (1) is or becomes generally available to the public other than as a result of unauthorized disclosure by such party, (iv) to such Person’s financing sources and as may be reasonably agreed by the Company and Purchaser in connection with the arrangement of debt financing or otherwise in connection with the Acquiring Entitiestransactions contemplated hereby or (v) to any Affiliate, as applicabledirector, officer, or Advisor of such party. In the event a party is required under an applicable Legal Requirement to make a disclosure prohibited by persons to whom the Company or the Acquiring Entitiesthis Section 7.3(c), as applicable, has made such information available, (2) is or becomes available to the Company or the Acquiring Entities, as applicable, on a non-confidential basis from a third party that is not, to the knowledge of the Company or the Acquiring Entities, as applicable, bound by any other confidentiality agreement with shall provide the other party hereto, or (ii) prohibit disclosure parties hereto with prompt prior written notice of any information if required by law, rule, regulation, court such requirement so that such other parties may seek a protective order or other legal or governmental processappropriate remedy, and the party required to make the disclosure shall cooperate in all reasonable respects in obtaining the same. Subject to the foregoing, the party required to make such disclosure may furnish that portion (and only that portion) of such information that, based on the advice of its counsel, such party is required to disclose; provided, however, that such party must use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any information so disclosed.

Public Announcements; Confidentiality. (a) The Company and the Acquiring Entities will cooperate with each other before making any public statements or issuing any press releases with respect to this Agreement and any of the transactions contemplated hereby and shall not make any such public statements or issue any such press releases prior to such consultation, subject Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rulesrules and the confidentiality provisions contained in Section 5.5(b), the General Partner, the Partnership and SMRS will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, Amendment No. 9, the Lock-Up Letter and any of the transactions contemplated hereby or thereby. (b) Each of the Company The General Partner and the Acquiring Entities agrees Partnership agree that all information provided to it them or any of its their representatives pursuant to this Agreement shall be kept confidential, and each of the Company General Partner and the Acquiring Entities Partnership shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company General Partner or the Acquiring EntitiesPartnership, as applicablethe case may be, who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Companyinformation; PROVIDEDprovided, HOWEVERhowever, the foregoing obligation of each of the Company General Partner and the Acquiring Entities Partnership shall not not: (i) relate to any information that that: (1) is or becomes generally available other than as a result of unauthorized disclosure by the Company or General Partner and the Acquiring Entities, as applicable, Partnership or by persons to whom the Company or the Acquiring Entities, as applicable, has they have made such information available, ; or (2) is or becomes available to the Company or General Partner and the Acquiring Entities, as applicable, Partnership on a non-confidential nonconfidential basis from a third party that is not, to the knowledge of the Company or General Partner and the Acquiring Entities, as applicablePartnership, bound by any other confidentiality agreement with the other party hereto, SMRS; or (ii) prohibit disclosure of any information if required or requested by law, rule, regulation, court order or other legal or governmental process. (c) SMRS covenants and agrees that all information provided to them and their representatives pursuant to this Agreement shall be kept confidential and that SMRS shall not disclose such information to any persons other than its directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates, as the case may be, who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information; provided, however, the foregoing obligation of SMRS shall not: (i) relate to any information that: (1) is or becomes generally available other than as a result of unauthorized disclosure by SMRS or by persons to whom they have made such information available; or (2) is or becomes available to SMRS on a nonconfidential basis from a third party that is not, to the knowledge of SMRS, bound by any other confidentiality agreement with the General Partner and the Partnership; or (ii) prohibit disclosure of any information if required or requested by law, rule, regulation, court order or other legal or governmental process.

Public Announcements; Confidentiality. (a) The Company and the Acquiring Entities will cooperate with each other before making any public statements or issuing Neither party hereto shall issue any press releases with respect release or make any other public announcement concerning the execution and existence of this Restated Agreement, the activities and operations of either party conducted pursuant to this Restated Agreement, the results of such activities and operations or any other matter relating to this Restated Agreement without the prior review and any approval of the transactions contemplated hereby other party being first had and obtained. A party shall not make respond to any such request from the other party to review and approve a proposed public statements or issue any such press releases prior to such consultation, subject to each party's announcement in a timely manner consistent with the disclosure obligations imposed by law and requirements of any stock exchange or similar rulesregulatory agency having jurisdiction. (b) Each Both parties agree that they shall not, without the prior written consent and approval of the Company and the Acquiring Entities agrees that all information provided to it or any of its representatives pursuant to this Agreement shall be kept confidentialother party, and each of the Company and the Acquiring Entities shall not (x) disclose such information to any persons other than third party any information or data regarding the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company or the Acquiring Entities, as applicable, who reasonably need to have access Subject Property which is not generally available to the confidential public; provided, however, that upon such prior written notice to the nondisclosing party as is reasonable under the then-applicable circumstances, setting forth the nature and content of a proposed disclosure, either party may disclose information and who are advised of or data pertaining to the confidential nature Subject Property: (a) to any regulatory agency or stock exchange, if such disclosure is required for compliance with applicable laws, rules, regulations or orders of such information agency or stock exchange; (yb) use such information in a manner which would be detrimental to the Company; PROVIDED, HOWEVER, the foregoing obligation of each of the Company and the Acquiring Entities shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by the Company or the Acquiring Entities, as applicable, or by persons third party to whom the Company disclosing party, in good faith, anticipates selling or the Acquiring Entities, as applicable, has assigning all or part of its interest hereunder; or (c) to a prospective lender to whom an interest in payments to be made such information available, (2) is or becomes available to the Company disclosing party hereunder has been or may be granted as security; provided, however, in either of the Acquiring Entitieslatter two instances, as applicable, on that the nondisclosing party shall have been provided with a non-confidential basis from a confidentiality agreement executed by such third party that is notor lender, to which agreement shall include the knowledge confidentiality provisions of the Company or the Acquiring Entities, as applicable, bound by any other confidentiality agreement with the other party hereto, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental processthis Section 16.

Public Announcements; Confidentiality. (a) The Company and the Acquiring Entities will cooperate with each other before making any public statements or issuing any press releases with respect to this Agreement and any of the transactions contemplated hereby and shall not make any such public statements or issue any such press releases prior to such consultation, subject Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rulesrules and the confidentiality provisions contained in Section 5.7(b), the Company and Buyer will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. (b) Each of the Company and the Acquiring Entities Buyer agrees that all information provided to it Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and each Buyer shall not disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the Company and confidential nature of such information; provided, however, the Acquiring Entities foregoing obligation of Buyer shall not (xi) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process. (c) The Company agrees that all information provided to the Company or any of its representatives pursuant to this Agreement shall be kept confidential, and the Company shall not disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company or the Acquiring Entities, as applicable, who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Companyinformation; PROVIDEDprovided, HOWEVERhowever, the foregoing obligation of each of the Company and the Acquiring Entities shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by the Company or the Acquiring Entities, as applicable, or by persons to whom the Company or the Acquiring Entities, as applicable, has made such information available, (2) is or becomes available to the Company or the Acquiring Entities, as applicable, on a non-confidential basis from a third party that is not, to the knowledge of the Company or the Acquiring Entities, as applicable, Company's bound by any other confidentiality agreement with the other party heretoBuyer, or (ii) prohibit disclosure of any information if required requested by law, rule, regulation, court order or other legal or governmental process.

Public Announcements; Confidentiality. (a) The Company and the Acquiring Entities will cooperate with each other before making any public statements or issuing any press releases with respect to this Agreement and any of the transactions contemplated hereby and shall not make any such public statements or issue any such press releases prior to such consultation, subject Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rulesrules and the confidentiality provisions contained in Section 5.3(b), the Buyer, jointly and severally, and the Company shall cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and the Registration Rights Agreement, and any of the transactions contemplated hereby or thereby. Buyer shall also have the right to review and, before filing or other public dissemination, or both, approve (which approval will not be unreasonably withheld or delayed) any statements made or information provided with respect to Buyer or any Affiliate or to the transactions contemplated by this Agreement, including, without limitation, such statements intended to be included in any future Regulatory Filing prepared by or on behalf of the Company. (b) Each of the Company and the Acquiring Entities Buyer agrees that all information provided to it Buyer or any of its representatives pursuant to this Agreement shall be kept confidentialconfidential (except that Buyer may disclose the same to, upon the request of, the Operating Partnership Preferred Unit Buyer, to which the Company hereby agrees), and each of the Company and the Acquiring Entities Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company or the Acquiring Entities, as applicable, Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Companyinformation; PROVIDEDprovided, HOWEVERhowever, the foregoing obligation of each of the Company and the Acquiring Entities Buyer shall not (i) relate to any information that (1) is or becomes generally available to Buyer or any of its representatives other than as a result of unauthorized disclosure by the Company or the Acquiring Entities, as applicable, Buyer or by persons Persons to whom the Company or the Acquiring Entities, as applicable, Buyer has made such information available, or (2) is or becomes available to the Company Buyer or the Acquiring Entities, as applicable, any of its representatives on a non-confidential basis from a third party that is not, to the knowledge of the Company or the Acquiring Entities, as applicable, not bound by any other confidentiality agreement with the other party heretoCompany or any Subsidiary, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental processprocess if prior thereto Buyer uses reasonable efforts to give the Company notice and an opportunity to object and Buyer shall reasonably cooperate if the Company chooses to so object. (c) The Company agrees that all information provided to the Company or any of its representatives pursuant to this Agreement shall be kept confidential, and the Company shall not disclose such information to any Persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information; provided, however, the foregoing obligation of the Company shall not (i) relate to any information that (1) is or becomes generally available to the Company or any of its representatives other than as a result of unauthorized disclosure by the Company or by Persons to whom the Company has made such information available, or (2) is or becomes available to the Company on a non-confidential basis from a third party that is not bound by any other confidentiality agreement with the Buyer, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process if prior thereto the Company uses reasonable efforts to give Buyer notice and an opportunity to object and the Company shall reasonably cooperate if Buyer chooses to object.