Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) 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 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 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 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 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 Section 5.10, in each case under this clause (ii) to the extent such 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 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. 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 case of Buyer, the GIP Counterparty and any Investor Fund, so long as, in each case, such information is of a nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or reporting activities.

Public Announcements; Confidentiality. (a) 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 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, No Party shall issue any press release or otherwise making make any public statements statement with respect to the transactions contemplated by this AgreementAgreement without the prior written consent of the other Party, except: (i) except as may be required by any applicable Law, any Governmental Authority or the rules or regulations of any stock exchange; provided, however, that each Party shall give prior notice to the extent required other Party of the content and timing of, and the opportunity to comply with applicable Legal Requirementscomment on, court process or the New York Stock Exchange, in which case the Party issuing any such press release or other public statement willrequired by applicable Law, any Governmental Authority or the rules or regulations of any stock exchange and provided that each Party shall consider in good faith all such comments provided by the other Party. (b) In addition to the extent legally permittedterms, provide provisions and covenants of the other Party with a reasonable opportunity Non Disclosure Agreement executed between the Parties on October 21, 2020 (the “Confidentiality Agreement”), subject to review Section 8.2(a), the Parties shall keep this Agreement and comment, the execution and will consider any comments received by the non-issuing party in good faith, (ii) any press release or other 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 Party’s breach of its obligations under this Section 5.10, in each case under this clause (ii) to the extent such disclosure is still accurate or (iii) in connection with the Seller’s or the Seller’s Affiliates’ communications with its public shareholders, terms hereof confidential; provided that each of the Parties may disclose such disclosure is reasonably necessary matters to its officers, directors, employees and advisors to such extent as may be required for the purposes negotiation, execution, consummation and performance of public communications, in which case the Party 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 faiththis Agreement. For the avoidance The foregoing obligations of doubt, nothing confidentiality in this Section 5.10 shall restrict disclosures 8.2(b) do not pertain to the disclosure of information which is available publicly, is required to be disclosed by any court or public statements made by or on behalf of any Party discloses, upon advice of counsel, in order to any Affiliates, Representatives, direct or indirect financing sources, current, future comply with applicable Law. The Parties recognize and prospective investors of any Party or its Affiliates, lenders and partners, including agree that in the case event of Buyera breach by any of them of this Section 8.2(b), money damages may not be an adequate remedy to the injured party for such breach and accordingly, the GIP Counterparty injured Party shall be entitled to seek an injunction restraining the breaching Party from any breach. (c) Following the Closing, the confidentiality obligations of Buyer under the Confidentiality Agreement with respect to information relating to the Business, the Purchased Assets and any Investor Fund, so long as, in each case, such information is of a nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or reporting activitiesthe Assumed Liabilities shall terminate.

Public Announcements; Confidentiality. (a) The initial Prior to the Closing, none of the parties to this Agreement will, without the approval of the other parties, issue any press release issued by announcing the Seller and the Buyer concerning execution of this Agreement and or the Transaction Agreement, or the transactions contemplated hereby will be in a form agreed to by or thereby, otherwise make any public statements regarding the Seller and transactions contemplated hereby or thereby or otherwise disclose any of the Buyer, and thereafter until the Closing Date (or the earlier termination contents of this Agreement or the Transaction Agreement, unless otherwise required by Applicable Law, in accordance which case the party making such public announcement or disclosure shall give prior written notice to the other parties and consider in good faith their suggestions with ‎Article IXrespect thereto. (b) Each ARC Principal recognizes that any and all Confidential Information must be protected as confidential, not copied, disclosed or used other than for the benefit of the Subject Companies at any time, unless and until such knowledge or information is no longer Confidential Information. Each ARC Principal agrees, at any time following the date hereof, not to divulge to anyone (other than the Subject Companies or any Persons employed or designated by such entities), publish or make use of any such Confidential Information except in such ARC Principal’s capacity as an officer or director of any Subject Company operating in such capacity or with the Seller and prior written consent of AMH (if prior to Closing) or Newco (if following Closing) at the Buyer will consult with each other before issuing, and provide each other with a reasonable opportunity time of such use or proposed use. Information shall cease to review and comment upon, any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, except: be Confidential Information if (i) it becomes available to the public other than by a breach of this Section 1.2 by any of the ARC Principals or (ii) is or becomes available to an ARC Principal on a non-confidential basis from a source, other than the Subject Companies or AMH and its Affiliates, provided such other source is not known by the ARC Principal to be subject to any legal or contractual obligation to keep such information confidential. This confidentiality provision has no temporal or geographical limitation. (c) Notwithstanding the foregoing, Section 2.3(b) does not prohibit any of the ARC Principals from disclosing Confidential Information (i) in response to a subpoena, court order or other legal or regulatory process or to the extent required to comply with applicable Legal Requirements, court process or the New York Stock Exchange, in which case the Party 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 faithApplicable Law, (ii) in connection with any press release investigation being conducted into the business or operations of any ARC Principal, ARC or the Subject Companies by any Governmental Authority or otherwise providing Confidential Information to the appropriate Governmental Authority regarding conduct or action undertaken or omitted to be taken by ARC or the Subject Companies that any ARC Principal reasonably believes is illegal or in material non-compliance with any financial disclosure or other public statement that is consistent in all material respects with previous press releases, public disclosures regulatory requirement applicable to ARC or public statements made by a Party hereto that were not made in contravention with this Section 5.10, other than as a result any of such Party’s breach of its obligations under this Section 5.10, in each case under this clause the Subject Companies or (iiiii) to the extent such disclosure is still accurate necessary to (x) the ARC Principal’s defense of a claim in a legal proceeding by a third party against the ARC Principal or (iiix) in connection a legal proceeding by an ARC Principal to enforce his rights under this Agreement, the Transaction Agreement, any Ancillary Agreement or any other agreement 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 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. 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 AMH or its Affiliates, lenders and partnersthe ARC Principal uses reasonable best efforts to preserve the confidentiality of such information. No ARC Principal is required to obtain the approval of, including in or give notice to, AMH, Newco or any of their respective representatives to take any action permitted under the case of Buyer, the GIP Counterparty and any Investor Fund, so long as, in each case, such information is of a nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or reporting activitiespreceding clauses (i) through (iii).

Public Announcements; Confidentiality. (a) The initial press release issued by with respect to the 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 execution of this Agreement in accordance with ‎Article IX), shall be a joint press release to be reasonably agreed upon by the Seller Parties. Parent and the Buyer Company will consult with each other before issuing, and provide each other with a reasonable opportunity to review and comment upon, issuing any press release or otherwise making any public statements statement with respect to the transactions contemplated by this Agreement, except: (i) to the extent required to comply with applicable Legal Requirements, court process Agreement or the New York Stock Exchange, Transactions and shall consider in which case the Party issuing good faith such other Parties’ comments and shall not issue any such press release or other make any such public statement will, to without the extent legally permitted, provide prior written consent of the other Party with a reasonable opportunity to review and comment, and will consider any comments received by Party. Notwithstanding the non-issuing party in good faithforegoing, (iia) each Party may, without such consultation or consent, make any press release or other public statement that is in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents, in each case, so long as such statements are consistent in all material respects and substantially similar with previous press releases, public disclosures or public statements made jointly by the Parties (or individually, if approved by the other Party) and (b) a Party, its Subsidiaries or their Representatives may, without the prior consent of the other Party hereto that were not made in contravention with this Section 5.10, but subject to giving advance notice to the other than as a result of such Party’s breach of its obligations under this Section 5.10, in each case under this clause (ii) Party to the extent such disclosure is still accurate or (iii) in connection with the Seller’s or the Seller’s Affiliates’ communications with its public shareholderslegally permissible and reasonably practicable, provided that such disclosure is reasonably necessary for the purposes of public communications, in which case the Party issuing issue any such press release or other make any such public announcement or statement will, as may be required by any applicable Law. Each Party will promptly make available to the extent legally permitted, provide other Parties copies of any written communications made without prior consultation with the other Parties pursuant to the immediately preceding sentence. Furthermore, nothing in this Section 8.3 requires a Party to consult with or obtain any approval from the other Parties with respect to a reasonable opportunity to review public announcement or press release issued in connection with (i) in the case of the Company, the receipt and commentexistence of an Acquisition Proposal and matters related thereto or a Board Recommendation Change, as applicable, in compliance with Section 8.3 or (ii) enforcing its rights and will consider any comments received by the non-issuing party in good faithremedies under this Agreement. For the avoidance of doubt, nothing in this Section 5.10 8.3 shall restrict disclosures of information prevent Parent or the Company from issuing any press release or making any 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 statement in the case ordinary course that does not relate specifically to this Agreement or the Transactions. For the avoidance of Buyerdoubt, the GIP Counterparty Parties acknowledge and agree that the direct and indirect equityholders of Parent that are financial sponsors, investment funds or pooled investment vehicles, and any Investor FundAffiliate of such Person, so long as, in each case, such information is may make customary disclosures (subject to customary confidentiality obligations) about the subject matter of a nature customarily conveyed to such Persons this Agreement or the Transactions in connection with customary fundraisingtheir ordinary course fund raising, marketing, informational reporting or reporting activities. (b) Effective upon the Closing, the Confidentiality Agreement shall terminate.

Public Announcements; Confidentiality. (a) The initial 32.1.1 No Party shall make any press release issued by or other public announcement with respect to this Agreement, and each Party shall keep confidential and not disclose to any third party the Seller and the Buyer concerning contents of this Agreement and any confidential or proprietary (financial, business and other) information relating to the transactions 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 will be hereby, in a form each case except (i) as expressly otherwise agreed to by with the Seller and the Buyer, and thereafter until the Closing Date other Party (in case of Purchaser: Parent or the earlier termination of this Agreement in accordance with ‎Article IXPurchaser), (ii) as required by Law or relevant securities exchange rules (in which case the Seller and Party required to make such public announcement shall use reasonable efforts to provide the Buyer will consult with each other before issuing, and provide each other with Parties a reasonable opportunity to review 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 comment upontheir respective Affiliates may, at any time without the consent of Seller, (a) respond to 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 otherwise making any public update relating to the transactions contemplated by this Agreement, provided that in the case of (a) and (b), such responses, summaries, announcements, statement and communications substantially reiterate (and are not inconsistent with) previous responses, summaries, announcements, statements and communications approved by Seller, (c) 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 Debt Financing, in each case with respect to the transactions contemplated by this Agreement, except: (i) . The Parties agree that the initial press release to be issued with respect to the extent required execution of this Agreement shall be in the form heretofore agreed to comply by Purchaser and Seller. 32.1.2 Each Party shall use the same degree of care as it uses with applicable Legal Requirementsregard to its own confidential information to prevent disclosure, court process use or publication of the New York Stock Exchange, in which case the Party issuing such press release or other public statement will, to the extent legally permitted, provide Confidential Information of 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 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 Section 5.10, in each case under this clause (ii) to the extent such 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 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. 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 case of Buyer, the GIP Counterparty and any Investor Fund, so long as, in each case, such information is of a nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or reporting activities.

Public Announcements; Confidentiality. (a) The initial Promptly following the execution and delivery hereof, Signify Health, LLC may issue a press release issued by announcing the Seller and the Buyer concerning execution of this Agreement and the transactions contemplated hereby will be in a the form previously agreed to upon by the Seller Parent and the BuyerCompany. Following such initial press release, and thereafter until neither Parent nor 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, Company shall issue any press release release, have any communication with the press (whether or otherwise making not for attribution) or make any other public statements statement with respect to this Agreement, the other Transaction Documents or the transactions contemplated by hereby or thereby, without the prior consent of the other (which consent shall not be unreasonably withheld, conditioned or 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, except: (i) the other Transaction Documents or the transactions contemplated hereby or thereby as and to the extent required to comply by Applicable Law or any listing agreement with applicable Legal Requirementsor rule of any national securities exchange or association, court process or so long as the New York Stock Exchange, in which case the Party issuing such press release or other public statement willdisclosing party, to the extent legally permittedreasonably practicable, provide (x) provides prior written notice thereof to the other Party party and (y) provides a copy of any such press release, communications with a reasonable opportunity to review the press or public statement (if written) and comment, and will consider any comments received by the non-issuing party considers in good faith, (ii) any press release or faith the comments of the other 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 Party’s breach of its obligations under this Section 5.10, in each case under this clause (ii) party thereon. Notwithstanding anything herein to the extent such disclosure is still accurate or (iii) contrary, following Closing and after the public announcement of the Merger, the Equityholders’ Representative shall be permitted to announce that it has been engaged to serve as the Equityholders’ Representative in connection with the Seller’s or the Seller’s Affiliates’ communications with its public shareholders, provided that herewith as long as such disclosure is reasonably necessary for the purposes announcement does not disclose any of public communications, in which case the Party 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. 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 case of Buyer, the GIP Counterparty and any Investor Fund, so long as, in each case, such information is of a nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or reporting activitiesterms hereof.