Common use of Public Disclosure; Confidentiality Clause in Contracts

Public Disclosure; Confidentiality. Except as may be required by applicable Law or for the purpose of any required SEC disclosure or related public announcement or investment presentation made by the Company or the Target (provided that the Company shall, to the extent permitted by applicable Law, provide each of the Purchasers and its legal counsel a reasonable opportunity to review any information so disclosed to the extent relating to this Agreement, the Warrants, the Transaction Agreements or such Purchaser and shall consider in good faith any comments of such Purchaser or its legal counsel with respect thereto prior to making such disclosure), neither the Company nor any Purchaser, nor their respective Affiliates, shall issue any press release or public announcement concerning this Agreement, the Warrants or the Transaction Agreements, or make any other public disclosure containing the terms of this Agreement, including the name of any Purchaser, without obtaining the prior written approval of the other parties, which may be withheld in each other party’s sole discretion, unless required by applicable Law, subpoena or judicial or similar order, in which case, the disclosing party shall endeavor to give the non-disclosing party or parties prior written notice of such publication or other disclosure if permitted by such applicable Law, subpoena or judicial or similar order. In addition, each party agrees to comply with the confidentiality obligations set forth in Section 12.07 of the FP Note Purchase Agreement and the Existing Note Purchase Agreement, as applicable (and in the event of any conflict with this Section 4.16, Section 12.07 of the FP Note Purchase Agreement and the Existing Note Purchase Agreement, as applicable, shall control).

Public Disclosure; Confidentiality. Except (a) Notwithstanding anything to the contrary contained in this Agreement, except as may be required by to comply with the requirements of any applicable Law or for the purpose rules of any required SEC disclosure securities exchange, from and after the date hereof, no party hereto shall make any press release or related similar public announcement or investment presentation made communication relating to this Agreement unless specifically approved in advance by each of Buyer and Seller, which approval shall not be unreasonably withheld, conditioned or delayed; provided that, notwithstanding the Company foregoing, the parties acknowledge that Seller or Buyer or their respective Affiliates may be required to disclose the material terms of this Agreement or the Target (Ancillary Agreements in, and file a copy thereof as an attachment to, a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission, and nothing in this Section 5.4 shall prohibit or require prior approval for such disclosure or any other disclosure regarding the transactions contemplated by this Agreement or any Ancillary Agreements in regularly scheduled earnings announcements, investor presentations or as otherwise required to comply with applicable periodic reporting requirements; provided further that the Company shall, to the extent permitted by applicable Law, provide each of the Purchasers both Seller and its legal counsel Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand, shall afford the other party a reasonable opportunity to review and comment on any information so disclosed to such proposed disclosure before it is filed or otherwise made (other than substantially similar disclosure that is subsequently made by such party, in which case the extent relating to this Agreement, the Warrants, the Transaction Agreements or such Purchaser and shall consider in good faith any comments of such Purchaser or its legal counsel with respect thereto prior to making such disclosure), neither the Company nor any Purchaser, nor their respective Affiliates, shall issue any press release or public announcement concerning this Agreement, the Warrants or the Transaction Agreements, or make any other public disclosure containing the terms of this Agreement, including the name of any Purchaser, without obtaining the prior written approval of the other parties, which may be withheld in each other party’s sole discretionconsent or review and comment shall not be required), unless required by applicable Law, subpoena and Seller (or judicial its Affiliate) or similar order, in which case, the disclosing party shall endeavor to give the non-disclosing party Buyer (or parties prior written notice of such publication or other disclosure if permitted by such applicable Law, subpoena or judicial or similar order. In addition, each party agrees to comply with the confidentiality obligations set forth in Section 12.07 of the FP Note Purchase Agreement and the Existing Note Purchase Agreement, as applicable (and in the event of any conflict with this Section 4.16, Section 12.07 of the FP Note Purchase Agreement and the Existing Note Purchase Agreementits Affiliate), as applicable, shall controlseek confidential treatment for any portion of such Form 8-K or any exhibits thereto that are reasonably requested by the other party. Notwithstanding anything to the contrary in this Agreement, at no time after the date hereof shall Seller or Buyer or their respective Affiliates make any public statement concerning the Business or Seller’s (or its Affiliates’) operation or Buyer’s (or its Affiliates’) operation of the Business that is disparaging toward the Business or Seller or Buyer or their respective Affiliates (other than such statements as have been mutually agreed by Buyer and Seller prior to being made).