Common use of Public Disclosure; Confidentiality Clause in Contracts

Public Disclosure; Confidentiality. Except as may be required by Legal Requirement: (a) the Company shall not, and cause its Affiliates and Representatives to not, issue any press release or otherwise make any public statement or make any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby; and (b) the parties incorporate by reference the terms of the Mutual Nondisclosure Agreement, dated December 3, 2013 between the Company and Parent (the “Confidentiality Agreement”), which continues in full force and effect until the Closing, at which time such Confidentiality Agreement terminates. From and after the Closing, by approving this Agreement, the Company Securityholders and the Securityholders’ Representative shall, and shall cause their Affiliates to, hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Parent and its Affiliates (including the Company), except to the extent that such Person can show that such information (a) is generally available to and known by the public through no fault of a Company Securityholder, the Securityholders’ Representative, any of their Affiliates or their respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(d) is considered confidential information of Parent and its Affiliates and subject to the terms of this Section 5.2(b). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required by applicable Legal Requirements or to employees, advisors or consultants of the Securityholders’ Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the terms of this Section 5.2(b) or (B) are bound by obligations of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosure. (c) The rights and remedies for actual or threatened breach of this Section 5.2 include having such provision specifically enforced by any court having equitable

Public Disclosure; Confidentiality. Except as may be required by Legal Requirement: (a) the Company shall not, Each party hereto covenants and cause its Affiliates agrees that both before and Representatives to not, after Closing it will not issue any press release or otherwise make any public statement releases or make similar disclosures to any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding reporting publication disclosing the terms of this Agreement Contract or the Closing or any matters pertaining to this transaction without the express written consent of the other. To the extent any public announcement is required by law, only the content so required to be disclosed shall 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 transactions contemplated hereby; and various real properties (b) and not as an acquisition of a real property), and shall remain subject to the reasonable approval of the other party. In addition, the parties incorporate by reference the terms of the Mutual Nondisclosure Agreement, dated December 3, 2013 between the Company and Parent (the “Confidentiality Agreement”), which continues in full force and effect until the Closing, at which time such Confidentiality Agreement terminates. From and after the Closing, by approving this Agreement, the Company Securityholders and the Securityholders’ Representative shallhereto shall keep, and shall cause their Affiliates torespective representatives to keep, holdthe existence and terms of this Contract and information regarding the LLC Property, the LCCs and the Company strictly confidential, except (a) to the extent disclosure 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, (b) that nothing shall preclude Buyer from disclosing any materials, or discussing the substance or any relevant details of the transactions contemplated 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 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 shall use their reasonable best efforts (c) in accordance with Section 1.6011-4(b)(3)(iii) of the Treasury Regulations issued under the Code, the disclosure by a party (and each employee, representative, or other agent of such party) to cause their respective Representatives to hold, in confidence any and all informationpersons, whether written or oralwithout limitation of any kind, concerning Parent of the tax treatment and its Affiliates tax structure, for Federal income tax purposes, of the transactions contemplated by this Contract, and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to the Companytax treatment and tax structure (for Federal income tax purposes); provided, except however, that, pursuant to Section 1.6011-4(b)(3)(ii) of the Treasury Regulations, such disclosure shall not be made or permitted to the extent that such Person can show that such information (a) is generally available if and to the extent reasonably necessary to comply with the securities laws of any applicable jurisdiction. Notwithstanding and known by without limiting the public through no fault of a Company Securityholderforegoing, the Securityholders’ Representative, any parties hereto may advise holders of their Affiliates equity or their debt interests in the respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any parties hereto of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(d) is considered confidential information of Parent and its Affiliates and subject to the terms of this Section 5.2(b). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required by applicable Legal Requirements or to employees, advisors or consultants of the Securityholders’ Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the terms of this Section 5.2(b) or (B) are bound by obligations of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosuretransaction. (c) The rights and remedies for actual or threatened breach of this Section 5.2 include having such provision specifically enforced by any court having equitable

Public Disclosure; Confidentiality. Except (a) The 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 Legal Requirement: any listing agreement with any applicable national securities exchange or market (a) in which case the Company shall notparties 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 Affiliates and Representatives to notnot to, issue make any press release or otherwise similar public announcement or communication relating to this Agreement or the Ancillary Agreements unless specifically consented to in writing in advance by Parent and the 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, prior to making such announcement such party will, to the extent legally permitted, deliver a draft of such announcement to Parent and the Shareholder Representative and shall give Parent and the Shareholder Representative a reasonable opportunity to comment thereon. In no event shall the foregoing be construed to restrict or prevent any party hereto or the Shareholder or their respective Affiliates from making any internal announcements to such party’s or its Affiliates’ employees or, in the case of the Shareholder and its Affiliates, communicating with their respective direct and indirect investors (including their respective general or limited partners) equity holders, 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 statement or make any other public (or non-confidential) disclosure (whether or not in response to an inquiry) announcements regarding the terms of this Agreement and the transactions contemplated hereby; andhereby without the prior written consent of any other parties to the extent such announcements are consistent in all material respects with such press release or other prior disclosures approved in accordance with this Section 5.4(a). (b) the parties incorporate by reference the terms of the Mutual Nondisclosure Agreement, dated December 3, 2013 between the Company and Parent (the “The Confidentiality Agreement”), which continues Agreement shall continue in full force and effect in accordance with its terms until the Closing, at which time such Confidentiality Agreement terminatesthe confidentiality obligations thereunder shall terminate. From and after the date of this Agreement until the Closing, by approving this Agreementeach of Parent, Merger Sub and the Company Securityholders and the Securityholders’ Representative shall, and shall cause each of their respective Affiliates to, hold, keep confidential the terms and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any existence of this Agreement and the Ancillary Agreements and the negotiations relating thereto and all informationdocuments and information obtained by a party from another party in connection with the transactions contemplated hereby (collectively, whether written or oral, concerning Parent and its Affiliates the “Confidential Information”) except (including the Company), except A) to the extent that any Confidential Information must be disclosed to obtain the Regulatory Approvals or any other required regulatory approvals or consents relating to the transactions contemplated by this Agreement or any Ancillary Agreement, (B) for disclosures otherwise made in satisfaction of any of the obligations under this Agreement, including disclosures made to the Escrow Agent in connection with the Escrow Account, (C) to the extent required by applicable Law or as required 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 Person can show disclosure and give the other party a reasonable opportunity to comment thereon; provided, that the direct and indirect holders of Equity Interests of the Shareholder that are Affiliates of the Company may disclose Confidential Information without complying with the foregoing consultation and comment obligation in connection with any regulatory or self-regulatory request or inspection not directly targeted at Parent or its Affiliates), (D) as made public prior to the date of this Agreement by either party not in violation of this Agreement or any disclosure permitted under Section 5.4(a), and (E) each of Parent, Merger Sub, the Shareholder, the Shareholder Representative and the Company may disclose such information (a) is generally available to such Person’s Affiliates and known by the public through no fault of a Company Securityholder, the Securityholders’ Representative, any of their Affiliates or their respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after (including, in the Closing from sources which are not prohibited from disclosing such information by a legalcase of the Company, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(d) is considered confidential information of Parent Shareholder and its Affiliates and subject to the terms of this Section 5.2(bAffiliates). , provided that each such party, as applicable, shall remain responsible for any disclosure by their respective Representatives or Affiliates. (c) If this Agreement is, for any reason, terminated prior to the Closing, this Section 5.4 and the Confidentiality Agreement shall nonetheless survive the termination of this Agreement and continue in full force and effect in accordance with its termsthe terms hereof. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required by applicable Legal Requirements or to employees, advisors or consultants of the Securityholders’ Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the The terms of this Section 5.2(b) or (B) are bound by obligations 5.4 shall survive the consummation of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosureClosing. (c) The rights and remedies for actual or threatened breach of this Section 5.2 include having such provision specifically enforced by any court having equitable

Public Disclosure; Confidentiality. Except (a) The 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 Xxxxx and Sellers. Notwithstanding anything to the contrary contained in this Agreement (but subject to the last sentence of this Section 9.8(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 Body or (ii) by Legal Requirement: any listing agreement with any applicable national securities exchange or market (a) in which case the Company shall notparties 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 Affiliates and Representatives to notnot to, issue make any press release or otherwise make any similar public statement announcement or make any other public (or non-confidential) disclosure (whether or not in response communication relating to an inquiry) regarding the terms of this Agreement or other Transaction Documents unless specifically consented to in writing in advance by Buyer and Sellers, 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 transactions contemplated hereby; andpreceding sentence by any Party hereto, (b) the parties incorporate by reference the terms of the Mutual Nondisclosure Agreement, dated December 3, 2013 between the Company and Parent (the “The Confidentiality Agreement”), which continues Agreement shall continue in full force and effect in accordance with its terms until the Closing, at which time such Confidentiality Agreement terminatesthe confidentiality obligations thereunder shall terminate. From and after the date of this Agreement until the Closing, by approving this Agreement, the Company Securityholders and the Securityholders’ Representative each Party shall, and shall cause each of their respective Affiliates to, hold, keep confidential the terms and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any existence of this Agreement and the other Transaction Documents and the negotiations relating thereto and all informationdocuments and information obtained by a Party from another Party in connection with the transactions contemplated hereby (collectively, whether written or oral, concerning Parent and its Affiliates the “Confidential Information”) except (including the Company), except i) to the extent that any Confidential Information must be disclosed to obtain any required regulatory approvals or consents relating to the transactions contemplated by this Agreement or any other Transaction Document, (ii) for disclosures otherwise made in satisfaction of any of the obligations under this Agreement, (iii) to the extent required by applicable Law or as required 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 Person can show that disclosure and give the Other Party a reasonable opportunity to comment thereon, (iv) as made public prior to the date of this Agreement by either Party not in violation of this Agreement or any disclosure permitted under Section 9.8(a), and (v) each Party may disclose such information (a) is generally available to such Party’s Affiliates and known by the public through no fault of a Company Securityholder, the Securityholders’ Representative, any of their Affiliates or their respective Representatives; or (b) is lawfully acquired , provided that each such Party, as applicable, shall remain responsible for any disclosure by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(dAffiliates (c) is considered confidential information of Parent and its Affiliates and subject to the terms of this Section 5.2(b). If this Agreement is, for any reason, terminated prior to the Closing, this Section 9.8 and the Confidentiality Agreement shall nonetheless survive the termination of this Agreement and continue in full force and effect in accordance with its termsthe terms hereof. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required by applicable Legal Requirements or to employees, advisors or consultants of the Securityholders’ Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the The terms of this Section 5.2(b) or (B) are bound by obligations 9.8 shall survive the consummation of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosureClosing. (c) The rights and remedies for actual or threatened breach of this Section 5.2 include having such provision specifically enforced by any court having equitable

Public Disclosure; Confidentiality. Except as may be required by Legal Requirement: (a) The Parties must keep secret the Company shall not, and cause its Affiliates and Representatives to not, issue any press release or otherwise make any public statement or make any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms contents of this Agreement and to the transactions contemplated hereby; andextent that no statutory disclosure obligations exist or the respective other Party has not consented to the disclosure unless such disclosure serves a valid business purpose of either Party. (b) The Parties must also keep secret any information they have received about each other and about the parties incorporate by reference companies affiliated with the terms respective other Parties as defined in section 15 German Stock Corporation Act (AktG) since they have started discussions about the acquisition of the Mutual Nondisclosure AgreementSold Shares, dated December 3, 2013 between the Company and Parent (the “Confidentiality Agreement”), which continues in full force and effect until the Closing, at which time such Confidentiality Agreement terminates. From and after the Closing, by approving this Agreement, the Company Securityholders and the Securityholders’ Representative shall, and shall cause their Affiliates to, hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Parent and its Affiliates (including the Company), except to the extent that such Person can show that such information (a) is generally not known or available to and known by the public through no fault (other than as a result of a Company Securityholder, the Securityholders’ Representative, any of their Affiliates or their respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(d) is considered confidential information of Parent and its Affiliates and subject to the terms breach of this Section 5.2(b)11.2) or the respective other Party has not consented to the disclosure of the information. If this Agreement isany of Sellers is required by virtue of law or based on an contractual obligation to disclose any of the information described above, except for any reason, terminated prior mandatory obligations to disclose such information to the ClosingTax authorities, such Seller(s) shall immediately provide Purchaser with a written notice setting forth the Confidentiality Agreement shall nonetheless continue applicable law or contractual provision and the third party requiring such disclosure, if any, in full force and effect order to enable Purchaser to seek a protective order or other appropriate remedy. Sellers will reasonably cooperate with Purchaser in accordance with its termsany attempt by Purchaser to obtain any such protective order or other remedy. Notwithstanding anything If Purchaser is unsuccessful in this Agreement obtaining any such protective order or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative other remedy in connection with the Merger as long as such announcement does not requirement of any Seller to disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required by applicable Legal Requirements or to employees, advisors or consultants of the Securityholders’ Representative and to the Company Securityholders, in each case who have a need to know such information, provided and if Seller provides Purchaser with a written opinion of its legal counsel confirming that, and the extent to which a disclosure of such information is legally required, then such Seller may disclose such information, but only to the extent legally required and as advised by its legal counsel. However, such Seller shall use reasonable efforts to ensure that such persons either (A) agree information is treated confidentially by each person to observe the terms of this Section 5.2(b) or (B) are bound by obligations of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative whom it is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosuredisclosed. (c) Each of the Parties hereto undertakes that prior to the Closing Date it will not make any announcement in connection with this Agreement unless the other Parties hereto have given their respective prior consent to such announcement, including the form of such announcement, which consent may not be unreasonably withheld and may be subject to conditions. The rights preceding sentence shall, however, not apply if and remedies for actual to the extent any announcement or threatened breach disclosure of information regarding the existence, the subject matter or the content of this Section 5.2 include having such provision specifically enforced by any court having equitableAgreement is required to be made under applicable laws or applicable stock exchange rules or serves a valid business purpose of either Party.

Public Disclosure; Confidentiality. Except as may The initial press release with respect to the Purchase and the Transactions shall be required a joint press release, the text of which shall be agreed by Legal Requirement: (a) 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 shall notnot to, and following the Closing, Purchaser shall cause its Affiliates and Representatives to notthe Company not to, issue any press release or otherwise make any public statement or make any communication (written or otherwise) to any third party (other public (or non-confidential) disclosure (whether or not in response to an inquirythan its Representatives) regarding the terms and conditions of this Agreement or the 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 agrees that the terms of this Agreement shall be kept confidential by such party and such party’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, to the transactions contemplated herebyextent legally permitted, such party promptly notifies the other parties hereto (in advance, to the extent reasonably practicable) of the disclosure of such information and, to the extent applicable, takes reasonable steps to minimize the extent of any such required disclosure and request confidential treatment; and (b) to the parties incorporate by reference 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 Mutual Nondisclosure AgreementSecurities and Exchange Commission; provided that, dated December 3to the extent legally permitted, 2013 between such party promptly notifies the Company and Parent other parties hereto (in advance, to the “Confidentiality Agreement”), which continues in full force and effect until extent reasonably practicable) of the Closing, at which time disclosure of such Confidentiality Agreement terminates. From and after the Closing, by approving this Agreement, the Company Securityholders and the Securityholders’ Representative shall, and shall cause their Affiliates to, hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Parent with the further understanding that such notification need not be provided with respect to the disclosure of terms and/or the filing of this Agreement if and its Affiliates (including the Company), except to the extent that such Person can show the same was/were previously contained in or attached to an earlier filing by the applicable party (or its controlling Affiliate); provided, further, that such information Lions Gate hereby notifies the other parties hereto of its intent, following the Closing, to 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; (ac) is to the extent they become generally available to the public (including by virtue of this Agreement having been filed as an exhibit to a Form 8-K or Form 10-K by one of the parties hereto or its Affiliate) other than by virtue of a breach of this provision by such party or its Affiliates, managers, directors, officers, employees, members, representatives, or other agents, including its financial, legal or accounting advisors (together, “Representatives”); (d) to enforce or defend such party’s rights under this Agreement or the Related Agreements; and known (e) to a bona fide prospective or an actual buyer or financier as well as the Representatives thereof (provided that any such buyer or financier first executes a written confidentiality agreement pursuant to which they/it agree(s) to be bound by the public through no fault provisions of this provision or a Company Securityholder, the Securityholders’ Representative, any similar undertaking of their Affiliates or their respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligationconfidentiality). For the avoidance of doubt, any nothing in this Section 4.4 shall prevent Paramount from disclosing information delivered pursuant to in accordance with Section 1.3(d25 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) is considered confidential information of Parent and advise its Affiliates and its Representatives that any information subject to the terms of this Section 5.2(b). If this Agreement is4.4 is confidential, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required be responsible for any action taken by applicable Legal Requirements it or to employeesits Affiliates and their respective Representatives that, advisors or consultants of the Securityholders’ Representative and to the Company Securityholdersif such action had been taken by such party, in each case who would have constituted a need to know such information, provided that such persons either (A) agree to observe the terms of this Section 5.2(b) or (B) are bound by obligations of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosure. (c) The rights and remedies for actual or threatened breach of this Section 5.2 include having such provision specifically enforced by any court having equitable4.4.

Public Disclosure; Confidentiality. Except as may be required by Legal Requirement: (a) the Company shall notPurchaser and Seller shall, and cause its Affiliates and Representatives prior to notClosing, issue consult with each other before issuing any press release or otherwise make release, making any other public statement or make making any other public (or non-confidential) disclosure to any third party (whether or not in response to an inquiry) regarding the existence or terms of this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby, and, prior to the Closing, neither Purchaser nor Seller shall, and each shall use their respective reasonable efforts to ensure that their respective representatives and advisors shall not, issue any such press release or make any such statement or disclosure without the prior written approval of the other party, except as may be required by Law, in which case the disclosing party shall provide to the other party to this Agreement such advance notice as is reasonable under the circumstances prior to the making of, and shall consult with the other party regarding the form of, any such required disclosure. Notwithstanding the foregoing, Purchaser and Seller may reveal the existence and terms of this Agreement and the transactions contemplated hereby; andAncillary Agreements to their respective representatives and advisors (i) who need to know the terms of this Agreement or the Ancillary Agreements, as the case may be, for the purpose of evaluating the Acquisition, (b) who are informed of the confidential nature of this Agreement and the Ancillary Agreements and (c) who agree to act in accordance with the terms of this Section 6.3. (b) From the parties incorporate by reference the terms of the Mutual Nondisclosure Agreement, dated December 3, 2013 between the Company and Parent (the “Confidentiality Agreement”), which continues in full force and effect until the Closing, at which time such Confidentiality Agreement terminates. From date hereof and after the Closing, by approving this Agreement, the Company Securityholders Seller and the Securityholders’ Representative shall, and shall cause their its respective Affiliates to, will hold, and shall will use their reasonable best efforts to cause their respective Representatives representatives to hold, in confidence confidence, unless compelled to disclose pursuant to any applicable Law, all confidential documents and all information, whether written or oral, concerning Parent information relating to the CRM Division and its Affiliates (including the Company)CRM Products, except to the extent that such Person information can show that be shown to have been (i) previously known on a nonconfidential basis by such information party or (aii) is generally available to and known by in the public domain through no fault of a Company Securityholder, the Securityholders’ Representative, any of their Affiliates or their respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(d) is considered confidential information of Parent Seller and its Affiliates and subject to the terms of this Section 5.2(b). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose information as required by applicable Legal Requirements or to employees, advisors or consultants of the Securityholders’ Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the terms of this Section 5.2(b) or (B) are bound by obligations of confidentiality to the Securityholders’ Representative of at least as high a standard as those imposed on the Securityholders’ Representative under this Section 5.2(b). In the event the Securityholders’ Representative is required to make any such disclosure pursuant to any applicable Legal Requirements, the Securityholders’ Representative shall provide Parent with prompt written notice thereof and shall cooperate with Parent’s efforts to contest or limit the scope of such disclosureAffiliates. (c) The rights and remedies for actual or threatened breach of this Section 5.2 include having such provision specifically enforced by any court having equitable