Common use of Public Disclosure; Confidentiality Clause in Contracts

Public Disclosure; Confidentiality. (a) Any public announcement, press release or similar publicity with respect to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Law, the content of such announcements shall be subject to the prior approval of the Securityholder Representative, which consent shall not be unreasonably delayed, withheld or postponed; and provided, further, that if such announcement is required by Law, Buyer shall use commercially reasonable efforts to provide, to the extent practicable and legally permitted, the Securityholder Representative a reasonable opportunity to review and comment on the content of such announcements in advance (it being understood that the Securityholder Representative shall not have any right to prevent Buyer from making such announcements). None of (i) the Group Companies, the Securityholder Representative or Securityholders or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; (3) to a financial, legal or accounting advisor for the purpose of advising in connection with the transactions contemplated by this Agreement and the other Transaction Documents (provided, that such advisor is made aware of and directed to comply with the provisions of this Section 6.4(a)), (4) to the extent that the information has been made public by, or with the prior consent of, Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to this Agreement or any other Transaction Documents; and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable Law.

Public Disclosure; Confidentiality. (a) Any public announcementThe initial press release to be issued with respect to the transactions contemplated hereby shall be in a form and at a time agreed to by Parent and the Shareholder Representative. Notwithstanding anything to the contrary contained in this Agreement (but subject to the last sentence of this Section 5.4(a)), except as may be required (i) to comply with the requirements of any applicable Law (including filings pursuant to the HSR Act) or a Governmental Entity or (ii) by any listing agreement with any applicable national securities exchange or market (in which case the parties shall, to the extent legally permitted, consult with each other prior to making any such disclosure and give the other party a reasonable opportunity to comment thereon), from and after the date hereof and prior to Closing, no party hereto shall, and each such party shall cause its Representatives not to, make any press release or similar publicity with respect public announcement or communication relating to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time Ancillary Agreements unless specifically consented to in writing in advance by Parent and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Law, the content of such announcements shall be subject to the prior approval of the Securityholder Shareholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. If any announcement is to be made pursuant to clause (i) or (ii) in the preceding sentence by any party hereto, withheld or postponed; and provided, further, that if prior to making such announcement is required by Law, Buyer shall use commercially reasonable efforts to providesuch party will, to the extent practicable and legally permitted, deliver a draft of such announcement to Parent and the Securityholder Shareholder Representative and shall give Parent and the Shareholder Representative a reasonable opportunity to review and comment on thereon. In no event shall the content of such announcements in advance (it being understood that foregoing be construed to restrict or prevent any party hereto or the Securityholder Representative shall not have any right to prevent Buyer from making such announcements). None of (i) the Group Companies, the Securityholder Representative Shareholder or Securityholders or any of their respective Affiliates or from making any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose internal announcements to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; or its Affiliates’ employees or, in the case of the Shareholder and its Affiliates, communicating with their respective direct and indirect investors (3including their respective general or limited partners) to a financialequity holders, legal or accounting advisor for the purpose of advising in connection with members, managers and partners regarding the transactions contemplated by this Agreement and the Ancillary Agreements, or from disclosing and communicating such information to their respective Representatives, including outside legal counsel, accountants, financial advisors and insurers, in each case on a confidential basis. At any time following the issuance of the initial press release and prior to the Closing, any party hereto shall be permitted to make any public announcements regarding this Agreement and the transactions contemplated hereby without the prior written consent of any other Transaction Documents (provided, that such advisor is made aware of and directed to comply with the provisions of this Section 6.4(a)), (4) parties to the extent that the information has been made public by, such announcements are consistent in all material respects with such press release or other prior disclosures approved in accordance with the prior consent of, Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to this Agreement or any other Transaction Documents; and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable LawSection 5.4(a).

Public Disclosure; Confidentiality. (a) Any public announcement, Each party hereto covenants and agrees that both before and after Closing it will not issue any press release releases or make similar publicity with respect disclosures to any reporting publication disclosing the terms of this Contract or the Closing or any matters pertaining to this Agreement or transaction without the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Law, the content of such announcements shall be subject to the prior approval express written consent of the Securityholder Representative, which consent shall not be unreasonably delayed, withheld or postponed; and provided, further, that if such other. To the extent any public announcement is required by Lawlaw, Buyer only the content so required to be disclosed shall use commercially be made public, shall describe the transaction of the sale of stock in an entity holding indirect interests in debt and equity interests in the various real properties (and not as an acquisition of a real property), and shall remain subject to the reasonable efforts approval of the other party. In addition, the parties hereto shall keep, and shall cause their respective representatives to providekeep, the existence and terms of this Contract and information regarding the LLC Property, the LCCs and the Company strictly confidential, except (a) to the extent practicable and legally permitteddisclosure must be made to enable the parties to perform acts necessary to consummate Closing or take actions permitted under this Contract including as permitted in this Section above, the Securityholder Representative a reasonable opportunity to review and comment on the content of such announcements in advance (it being understood b) that the Securityholder Representative nothing shall not have any right to prevent preclude Buyer from making such announcements). None of (i) disclosing any materials, or discussing the Group Companies, the Securityholder Representative or Securityholders substance or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms relevant details of the transactions contemplated hereby in this Contract on a confidential basis with any of its attorneys, accountants, professional consultants, financial advisors, rating agencies, investors, insurers, lenders, and/or potential lenders or investors as the related documents case may be, or prevent Buyer from complying with applicable laws or practices, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements including without limitation any such laws or practices in the United States, and (including this Agreement); provided that the foregoing obligation c) in accordance with Section 1.6011-4(b)(3)(iii) of the Group CompaniesTreasury Regulations issued under the Code, the Securityholder Representativedisclosure by a party (and each employee, the Securityholders representative, or Buyer (or other agent of such party) to any of their respective Affiliates or Representatives) shall not prohibit disclosure and all persons, without limitation of any such information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; (3) to a financialkind, legal or accounting advisor of the tax treatment and tax structure, for the purpose Federal income tax purposes, of advising in connection with the transactions contemplated by this Agreement Contract, and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to the other Transaction Documents tax treatment and tax structure (for Federal income tax purposes); provided, that however, that, pursuant to Section 1.6011-4(b)(3)(ii) of the Treasury Regulations, such advisor is disclosure shall not be made aware of or permitted to the extent if and directed to the extent reasonably necessary to comply with the provisions securities laws of any applicable jurisdiction. Notwithstanding and without limiting the foregoing, the parties hereto may advise holders of equity or debt interests in the respective parties hereto of the terms of this Section 6.4(a)), (4) to the extent that the information has been made public by, or with the prior consent of, Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to this Agreement or any other Transaction Documents; and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable Lawtransaction.

Public Disclosure; Confidentiality. (a) Any public announcement, The initial press release or similar publicity with respect to the Purchase and the Transactions shall be a joint press release, the text of which shall be agreed by the parties hereto. Thereafter, neither any party hereto nor any of their respective Representatives, shall, and prior to the Closing, each party shall cause the Company not to, and following the Closing, Purchaser shall cause the Company not to, issue any statement or make any communication (written or otherwise) to any third party (other than its Representatives) regarding the terms and conditions of this Agreement or the transactions contemplated Transactions or the discussions and negotiations between the parties regarding this Agreement or the Transactions, without the prior written consent of other parties hereto, and each party hereto hereby will agrees that the terms of this Agreement shall be issued, if at all, at kept confidential by such time party and in such manner as Buyer determinesparty’s Representatives; provided, however, that such party may make such a statement or communication or disclose such terms (a) if required to do so by applicable Legal Requirements, including a valid court order, or a Governmental Authority; provided that, if to the extent legally permitted, such announcement is not required by applicable Lawparty promptly notifies the other parties hereto (in advance, to the content extent reasonably practicable) of the disclosure of such announcements shall be subject information and, to the prior approval extent applicable, takes reasonable steps to minimize the extent of any such required disclosure and request confidential treatment; (b) to the extent necessary to comply with any reporting obligations pursuant to the Securities Exchange Act of 1934, as amended, or contractual commitments to such party’s stockholders, it being understood that, among other things, a party may disclose the terms of this Agreement in and/or file this Agreement as an exhibit to a Form 8-K or Form 10-K that such party or a controlling Affiliate of such party may file with the Securities and Exchange Commission; provided that, to the extent legally permitted, such party promptly notifies the other parties hereto (in advance, to the extent reasonably practicable) of the Securityholder Representativedisclosure of such information, which consent shall with the further understanding that such notification need not be unreasonably delayed, withheld provided with respect to the disclosure of terms and/or the filing of this Agreement if and to the extent that the same was/were previously contained in or postponedattached to an earlier filing by the applicable party (or its controlling Affiliate); and provided, further, that if such announcement is required by LawLions Gate hereby notifies the other parties hereto of its intent, Buyer shall use commercially reasonable efforts following the Closing, to provide, disclose the material terms of this Agreement and/or file this Agreement as an exhibit to a Form 8-K and/or Form 10-K; (c) to the extent practicable and legally permitted, they become generally available to the Securityholder Representative public (including by virtue of this Agreement having been filed as an exhibit to a reasonable opportunity to review and comment on the content of such announcements in advance (it being understood that the Securityholder Representative shall not have any right to prevent Buyer from making such announcements). None of (i) the Group Companies, the Securityholder Representative Form 8-K or Securityholders or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted Form 10-K by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information one of the Group Companies has been disclosed to Buyer parties hereto or its RepresentativesAffiliate) other than by virtue of a breach of this provision by such party or its Affiliates, managers, directors, officers, employees, members, representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated herebyother agents, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; (3) to a its financial, legal or accounting advisor for the purpose of advising in connection with the transactions contemplated by advisors (together, “Representatives”); (d) to enforce or defend such party’s rights under this Agreement or the Related Agreements; and (e) to a bona fide prospective or an actual buyer or financier as well as the other Transaction Documents Representatives thereof (provided, provided that any such advisor is made aware of and directed buyer or financier first executes a written confidentiality agreement pursuant to comply with which they/it agree(s) to be bound by the provisions of this provision or a similar undertaking of confidentiality). For the avoidance of doubt, nothing in this Section 6.4(a))4.4 shall prevent Paramount from disclosing information in accordance with Section 25 of the Paramount Output Agreement or Lions Gate from disclosing information in accordance with Section 25 of the Lions Gate Output Agreement. Each party shall (i) advise its Affiliates and its Representatives that any information subject to this Section 4.4 is confidential, and (4ii) to the extent that the information has been made public by, or with the prior consent of, Buyer (with respect to disclosures be responsible for any action taken by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer it or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to and their respective Representatives that, if such action had been taken by such party, would have constituted a breach of this Agreement or any other Transaction Documents; and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable LawSection 4.4.

Public Disclosure; Confidentiality. (a) Any public announcementNotwithstanding anything to the contrary contained herein, except as may be required to comply with the requirements of any applicable Law and the rules and regulations of the Commission or the NYSE Amex, and except for ordinary course notices or communications to limited partners, Investors or any Affiliate of the Purchaser or any Purchaser Affiliate, neither CEI, CQP nor the Purchaser shall, and CEI, CQP and the Purchaser will cause their respective Affiliates and Representatives not to, from and after the date hereof, issue any press release or similar publicity with other public communication in respect to of this Agreement or otherwise disclose the transactions contemplated hereby will be issuedidentity of, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Lawor any other information concerning, the content of such announcements shall be subject to other parties without (i) the prior written approval of the Securityholder Representative, other parties (which consent approval shall not be unreasonably delayedwithheld, withheld conditioned or postponed; delayed by any party) and provided(ii) providing CEI, furtherCQP or the Purchaser, that if such announcement is required by Lawas applicable, Buyer shall use commercially reasonable efforts to provide, to the extent practicable and legally permitted, the Securityholder Representative a reasonable opportunity to review and comment on the content of such announcements in advance disclosure (it with such comments being understood that the Securityholder Representative shall not have any right to prevent Buyer from making such announcements). None of (i) the Group Companiesincorporated or reflected, the Securityholder Representative or Securityholders or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; (3) to a financial, legal or accounting advisor for the purpose of advising in connection with the transactions contemplated by this Agreement and the other Transaction Documents (provided, that such advisor is made aware of and directed to comply with the provisions of this Section 6.4(a)), (4) to the extent reasonable, in any such disclosure); provided, however, that the Purchaser Affiliates shall be entitled to disclose such information has been made public by, to any investor or with the prior consent of, Buyer (prospective investor in Purchaser Affiliate that is subject to an obligation of confidentiality with respect to disclosures by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (such information with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to this Agreement or any other Transaction Documentsmarketing activities; and provided, further, that nothing in this Section 6.04(a) shall delay any required filing or other disclosure with the event NYSE Amex or any Governmental Authority or otherwise hinder the CQP Entities', the Purchaser's or their respective Affiliates' or Representatives' ability to timely comply with all Laws or rules and regulations of the Group Companies, the Securityholder Representative, the Securityholders NYSE Amex or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable LawGovernmental Authority.

Public Disclosure; Confidentiality. (a) Any public announcementThe Parties will, press release or similar publicity with respect to this Agreement or the transactions contemplated hereby and will be issued, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not required by applicable Law, the content of such announcements shall be subject to the prior approval of the Securityholder Representative, which consent shall not be unreasonably delayed, withheld or postponed; and provided, further, that if such announcement is required by Law, Buyer shall use commercially reasonable efforts to provide, to the extent practicable and legally permitted, the Securityholder Representative a reasonable opportunity to review and comment on the content of such announcements in advance (it being understood that the Securityholder Representative shall not have any right to prevent Buyer from making such announcements). None of (i) the Group Companies, the Securityholder Representative or Securityholders or any of cause their respective Affiliates or any of their respective and Representatives shall (except with the prior written consent of Buyer or as permitted by to, keep this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such Agreement and information (1) if required by applicable Law; (2) as required in order to fulfill such party’s obligations under this Agreement; (3) to a financial, legal or accounting advisor for the purpose of advising in connection with regarding the transactions contemplated by this Agreement confidential; provided, that, notwithstanding the foregoing (a) the Parties may generally disclose to commercial counterparties that the Buyers have acquired and assumed the Transferred Assets and the Assumed Liabilities, provided that the Purchase Price will 37 not be disclosed, and (b) the Buyers and their Affiliates may issue a press release or other Transaction Documents public announcement regarding this Agreement and the transactions contemplated hereby, subject to the advance written consent of the Sellers’ Representative of the form, timing and content of such press release or other public announcement (providedwhich shall not be unreasonably withheld, that conditioned or delayed by the Sellers’ Representative, other than with respect to disclosure of the Purchase Price, consent to which the Sellers’ Representative can withhold for any reason). Notwithstanding anything to the contrary in the foregoing, the Buyers and Sellers and Sellers’ Representative and their Affiliates may make such advisor is made aware of and directed disclosures as required or advisable (by its in-house or external legal counsel) to comply with Law (including the provisions Securities and Exchange Commission or the rules of any stock exchange or national market system), which may include, for the avoidance of doubt, the unredacted disclosure and/or filing of this Section 6.4(a))Agreement, (4) to disclosure of the extent that Purchase Price and other financial information regarding the information has been made public by, or Business with the prior consent of, Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to this Agreement or any other Transaction Documents; Securities and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable LawExchange Commission.

Public Disclosure; Confidentiality. (a) Any public announcement, press release or similar publicity with respect CITY has disclosed to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement CONTRACTOR that CITY is not required by applicable Law, the content of such announcements shall be a governmental entity subject to the prior approval Texas Public Information Act, Texas Government Code, Section 552 (the “TPIA”). CITY acknowledges that information CONTRACTOR provides to it may contain trade secrets, proprietary, or sensitive commercial information, and that CONTRACTOR considers this information to be exempt from disclosure under the TPIA. To the extent that CONTRACTOR produces any information to CITY that it believes, on a good faith basis, contains such trade secrets, proprietary, or commercially sensitive information (including information classified as “trade secrets” under Section 552.110 of the Securityholder RepresentativeTPIA), which consent CONTRACTOR shall not be unreasonably delayedxxxx or otherwise designate such material as “Confidential” and/or “Trade Secret”. If CITY receives a request made under the TPIA that it believes requires disclosure of all or a portion of the information provided by CONTRACTOR, withheld or postponed; and provided, further, that if CITY shall notify CONTRACTOR upon receipt of such announcement is required by Law, Buyer shall use commercially reasonable efforts a request so as to provide, to afford CONTRACTOR the extent practicable and legally permitted, the Securityholder Representative a reasonable opportunity to review and comment on the content of such announcements in advance (it being understood that the Securityholder Representative shall not have any right take steps to prevent Buyer from making such announcements). None of (i) the Group Companies, the Securityholder Representative or Securityholders or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer or any of its Affiliates or Representative shall (except with the prior written consent of Securityholder Representative or as permitted by this Agreement) disclose to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed to the Group Companies or the Securityholders or (B) any information about the transactions contemplated herebydisclosure, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement)seeking a protective order; provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any such information (1) if required by applicable Law; (2) as required nothing in order to fulfill such party’s obligations under this Agreement; (3) to a financial, legal or accounting advisor for the purpose of advising in connection with the transactions contemplated by this Agreement and the other Transaction Documents (provided, that such advisor is made aware of and directed shall be read to conflict with CITY’s duty to comply with the provisions TPIA. If CONTRACTOR fails to take any of this Section 6.4(a))the steps listed above within the time provided in the notice to CONTRACTOR, (4) CITY may disclose the requested records pursuant to the extent that the information has been made public byTPIA, if it is required under its obligations to do so. If CONTRACTOR waives CITY’s compliance with this Agreement, or with fails to obtain a protective order or other appropriate remedy, any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. Subject to its obligations under the prior consent ofTPIA, Buyer (with respect as set forth above, CITY shall otherwise keep confidential all data and information provided to disclosures it by the Group Companies, the Securityholder Representative, the Securityholders CONTRACTOR under or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with this Contract, and not disclose it to any Proceeding with respect third parties unless mutually agreed, other than to employees of CITY who need to know such information for purposes related to this Agreement or Contract. CITY shall not use such information for any purposes other Transaction Documents; than in connection with its rights and providedobligations under this Contract. Notwithstanding the foregoing, furthereach party shall have the right to mention this Contract in future marketing and promotional materials, that subject to complying with the other party’s general guidelines in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representativethis respect, as applicable (at such Person’s expense) communicated and updated from time to preserve the confidentiality of such information consistent with applicable Lawtime by written notice.

Public Disclosure; Confidentiality. (a) Any This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcementannouncement by any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or similar publicity otherwise making any public statement or filing with respect to this Agreement or the transactions contemplated hereby will be issuedby this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, if at all, at such time and in such manner as Buyer determines; provided, that, if such announcement is not unless required by applicable Lawlaw or regulations of any applicable stock exchange or governmental authority, in which case, the content of Party required to issue the press release or make the public statement or filing shall, prior to issuing such announcements shall be subject to the prior approval of the Securityholder Representativepress release or making such public statement or filing, which consent shall not be unreasonably delayed, withheld or postponed; and provided, further, that if such announcement is required by Law, Buyer shall use its commercially reasonable efforts to provide, allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and legally permittedany Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the Securityholder Representative principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment on the content in advance of such announcements in advance (it being understood that the Securityholder Representative disclosure and shall not have any right take all reasonable measures to prevent Buyer from making limit such announcements). None of (i) the Group Companiesdisclosure, the Securityholder Representative or Securityholders or any of their respective Affiliates or any of their respective Representatives shall (except with the prior written consent of Buyer or as permitted by this Agreement) and (ii) Buyer the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of its Affiliates or Representative shall (except this Agreement, with the prior written consent of Securityholder Representative Bankruptcy Court or as permitted by otherwise, which includes executed signature pages to this Agreement) disclose to any Person: (A) the fact that any confidential information of the Group Companies has been disclosed to Buyer or its Representatives, or that any confidential information of Buyer has been disclosed Agreement shall include such signature pages only in redacted form with respect to the Group Companies or the Securityholders or holdings of each Consenting Stakeholder (B) any information about the transactions contemplated hereby, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of the transactions contemplated hereby or the related documents (including this Agreement); provided that the foregoing obligation of the Group Companies, the Securityholder Representative, the Securityholders or Buyer (or any of their respective Affiliates or Representatives) shall not prohibit disclosure of any holdings disclosed in such information (1) if required by applicable Law; (2) as required signature pages may be filed in order to fulfill such party’s obligations under this Agreement; (3) to a financial, legal or accounting advisor for the purpose of advising in connection unredacted form with the transactions contemplated by this Agreement and the other Transaction Documents (provided, that such advisor is made aware of and directed to comply with the provisions of this Section 6.4(aBankruptcy Court under seal)), (4) to the extent that the information has been made public by, or with the prior consent of, Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative, the Securityholders or their respective Affiliates or Representatives) or the Securityholder Representative (with respect to disclosures by Buyer or its Affiliates or Representatives) or (5) in connection with any Proceeding with respect to this Agreement or any other Transaction Documents; and provided, further, that in the event any of the Group Companies, the Securityholder Representative, the Securityholders or Buyer is required by Law to disclose any such information, such Person shall promptly notify Buyer (with respect to disclosures by the Group Companies, the Securityholder Representative or the Securityholders) or the Securityholder Representative (with respect to disclosures by Buyer) in writing to the extent permitted by Law, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Person shall reasonably cooperate with Buyer or the Securityholder Representative, as applicable (at such Person’s expense) to preserve the confidentiality of such information consistent with applicable Law.