Common use of Public Disclosure Clause in Contracts

Public Disclosure. Except as contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respect.

Public Disclosure. Except as contemplated by the Purchase Agreement or as otherwise required by LawWithout limiting any other provision of this Agreement, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) each of the subject matter Parties shall consult with each other and issue a joint press release with respect to the execution of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosurehereby. Notwithstanding Thereafter, none of the immediately preceding sentenceParties, in the event that the Holder is required by Law or court order to make nor any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosureof their respective Affiliates, shall use its commercially reasonable efforts to give Sellers an opportunity issue any press release or other public announcement or communication (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other Parties, except to the extent a Party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing Party shall give the other Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law, shall limit such disclosure to the Holder hereby authorizes Parent information such counsel advises is required to comply with such Law or regulations, Sellers and if reasonably practicable, shall consult with the other Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other Parties). Each of the Purchaser Parties has consented to the form and content of the amended Schedule 13D statement (in substantially the form previously provided to the Ctrip Parties) that Expedia will file with the SEC on or about the date hereof. Representatives of the Expedia Parties have been provided with the Schedule 13D statement that Ctrip will file (in substantially the form previously provided to representatives of the Expedia Parties) with the SEC and the Company Schedule 13D statement that the Keystone Purchasers will file (in substantially the form previously provided to publish representatives of the Expedia Parties) with the SEC. Notwithstanding anything to the contrary in this Section 7.2, each of Expedia and disclose Ctrip may make public statements in any announcement, filing or disclosure required response to specific questions by the SEC press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Holder’s identity Parties or otherwise made in accordance with this Section 7.2 and ownership of do not reveal material, non-public information regarding the Covered Stock and other Parties or the nature of the Holder’s obligations under transactions contemplated this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respect.

Public Disclosure. (a) Following the Closing, Purchaser may issue a press release announcing the Transaction, with the timing of such press release to be determined by Purchaser in its sole and absolute discretion; provided, however, that Purchaser shall give each Seller a reasonable prior opportunity to review and comment on such press release and shall consider Sellers’ comments in good faith. (b) Except with respect to any reporting obligations under the Securities Exchange Act of 1934, as contemplated by amended (including the Purchase obligation under Item 1.01 of the Current Report on Form 8-K to disclose the identities of the parties to a material definitive agreement), Purchaser will not, and Purchaser will not permit any of its Affiliates to, use or refer to any Seller, its name or any derivation thereof, as being a party to this Agreement or as otherwise required being involved in the transactions contemplated by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managersthe extent expressly contained in the Company’s filings with the SEC on or before the date hereof) including, advisors without limitation, in any filing with any Governmental Body, any press release, any public announcement or equity holders statement, advertisement or in any interview or other discussion with any reporter or other member of the Holder on a need media, without the prior written consent of such Seller with respect to know basis in connection with each such use or reference; provided, however, that any such information may be disclosed by Purchaser or any of its Affiliates to the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to extent that such disclosure. Notwithstanding the immediately preceding sentence, in the event person has received advice from its counsel that the Holder it is required by applicable Law or court order to make any such disclosuredo so, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosureperson shall, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required practicable and permitted by applicable Law, notify such Seller in writing and shall use reasonable efforts to preserve the Holder hereby authorizes Parent confidentiality of such information, Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any including consulting with such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any Seller regarding such disclosure documentand, if anyreasonably requested by such Seller and at such Seller’s sole cost and expense, assisting such Seller in seeking a protective order to prevent the extent that any shall be or have become false or misleading, in any material respectrequested disclosure.

Public Disclosure. Except as contemplated by Prior to the Purchase Agreement Closing, neither Purchaser nor Seller, nor any of their respective affiliates, shall make any press release or as otherwise required by Lawother public statement, court order or regulatory authorityfile any report with the Securities and Exchange Commission containing information, no disclosure (whether or not in response to an inquiry) of regarding the subject matter terms of this Agreement or the Purchase Agreement shall be made prior that are not generally known to the Closing by public (the “Confidential Information”) without affording the other party a reasonable opportunity (not to exceed two business days) to review and comment on the content of such release, report, or on behalf of the Holder (including any Representative of the Holder) (other than disclosures statement insofar as it applies to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase this Agreement and the transactions transaction contemplated thereby) unless approved by Sellers hereby. For the avoidance of doubt, Purchaser or Seller or their respective affiliates shall be permitted to make such disclosure and shall not be required to obtain the consent of the other party prior to making such disclosure. Notwithstanding the immediately preceding sentenceforegoing, in the event that the Holder is required by Law or court order Seller and Purchaser shall be permitted to make (i) disclose any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely Confidential Information to the extent required by applicable Law, court order or under Applicable Law (subject to providing the Holder hereby authorizes Parent , Sellers other party the reasonably opportunity to review and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of comment on any such announcement or disclosure documents and agrees to promptly notify Parentdisclosure, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyas provided above, to the extent consistent with Applicable Law) and (ii) disclose any Confidential Information to any Person on a “need-to-know” basis, such as their respective members, trustees, directors, officers, employees, attorneys, consultants, engineers, surveyors, lenders, investors, and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Service Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Permits, the Service Contracts or the Space Leases; provided, however, that any Purchaser or Seller (as applicable) shall, to the extent consistent with Applicable Law, (a) advise such person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. Purchaser and Seller shall be or have become false or misleadingmutually agree on the content of the initial press release regarding the consummation of the transaction contemplated by this Agreement following the Closing. Notwithstanding anything to the contrary contained herein, the parties understand and agree that Pebblebrook Hotel Trust, Inc. and Morgans Hotel Group Co. each will file a report on Form 8-K with the Securities and Exchange Commission in any material respectconnection with the transaction contemplated by this agreement. The provisions of this Section 11.2 shall survive the Closing.

Public Disclosure. Except Notwithstanding anything herein to the contrary, each Party agrees that, except as contemplated by may be required to comply with the Purchase Agreement or as otherwise required by Lawrequirements of any applicable Laws and the rules and regulations of each stock exchange upon which the securities of such Party is listed, court order or regulatory authorityif any, no disclosure (whether press release or not in response to an inquiry) similar public announcement or communication shall be made of or concerning the subject matter execution or performance of this Agreement or the Purchase other Transaction Documents unless the Parties shall have consulted in advance with respect thereto. Notwithstanding anything to contrary herein, (a) upon the request of either Seller or Purchaser, upon the execution of this Agreement and upon the Closing, the Seller and Purchaser shall be made prior release a joint press release mutually acceptable to the Closing by Seller and Purchaser, (b) the parties may make any press release or on behalf of the Holder other public announcement (including any Representative of the Holder) (other than disclosures to managersanalysts, advisors investors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law those attending industry conferences or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing analyst or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyinvestor conference calls), to the extent that such release or announcement contains information previously publicly disclosed in accordance with this Section 10.7 or is otherwise consistent in all material respects with previous statements made jointly by the Purchaser and Seller and (c) Purchaser and its Affiliates may make customary disclosures as expressly contemplated by the Financing Commitments (including in connection with the syndication of the Debt Financing). In the event any Party determines that a public disclosure of or concerning the execution or performance of this Agreement or the other Transaction Documents is required to comply with the requirements of any applicable Laws or the rules and regulations of any stock exchange upon which the securities of such Party is listed, then, prior to making any such filing, such Party shall provide the other and its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by such other Party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those sections specified by such other Party or its counsel. The Parties shall use commercially reasonable efforts (a) to develop a joint communications plan and (b) to ensure that all press releases and other public statements with respect to the transactions contemplated hereby shall be or have become false or misleadingconsistent with such joint communications plan. Without limiting the foregoing provisions hereof, in Seller shall, to the extent reasonably practicable, consult with Purchaser regarding the form and content of any public disclosure of any material respectdevelopments or matters involving the Business (including the financial condition or results of operations), Purchased Assets, Assumed Liabilities or the Conveyed Companies, including earnings releases, reasonably in advance of publication or release.

Public Disclosure. Except as contemplated by Prior to the Purchase Agreement or as otherwise required by Law, court order or regulatory authorityClosing Date, no disclosure (whether issuance of a press release or not in response to an inquiry) public announcement of the subject matter of this Agreement transactions contemplated hereby or the Purchase Agreement negotiations related thereto shall be made by Buyer, the Company, any Seller, the Seller Representative or any of their respective representatives, without the express prior to the Closing by or on behalf written consent of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement Buyer and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentenceCompany, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely except to the extent required by applicable LawLegal Requirements, in which case the Holder hereby authorizes Parent party proposing to issue such press release or public announcement shall use commercially reasonable efforts to consult in good faith with Buyer or the Company, Sellers as applicable, before issuing any such press release or public announcement to attempt to agree upon mutually satisfactory text. From and after the Closing Date, Buyer and the Company Seller Representative shall jointly draft and approve of all press releases and any other public announcements concerning the transactions contemplated hereby, which approvals shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing or anything herein to publish and disclose in the contrary, nothing herein shall prevent (a) Buyer or any announcementof its Affiliates from making customary disclosures (which are made subject to customary confidentiality obligations), filing or disclosure required by including the SEC the Holder’s identity and ownership key economic terms of the Covered Stock transactions contemplated by this Agreement, to its current or prospective investors or securities analysts in accordance with applicable Legal Requirements, or (b) a Seller or any of its Affiliates which is a private equity or other investment fund, from making customary disclosures (which are made subject to customary confidentiality obligations), including the key economic terms of the transactions contemplated by this Agreement and the nature of the Holder’s obligations under this Agreement. The Holder agrees return realized as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anya result thereof, to the extent that any shall be its current or have become false or misleading, prospective investors in any material respectconnection with its normal fundraising and reporting activities.

Public Disclosure. Except (a) No press release or other public disclosure concerning the transactions contemplated herein shall be made by any of the Companies without the prior consent of Goodmans (such consent not to be unreasonably withheld) except as, and only to the extent that, the disclosure is required (as contemplated determined by the Purchase Agreement Companies) by applicable Law or by any stock exchange rules on which its securities or those of any of its affiliates are traded, by any other regulatory authority having jurisdiction over the Companies, or by any court of competent jurisdiction; provided, however, that the Companies shall provide the Advisors with a copy of such disclosure in advance of any release and an opportunity to consult with the Companies as to the contents and to provide comments thereon. (b) Notwithstanding the foregoing and subject to Section 15, no information with respect to the principal amount of Subordinated Notes held or managed by any individual Consenting Noteholder or the identity of any individual Consenting Noteholder shall be disclosed by the Companies, except as may be required by applicable Law or by any stock exchange rules on which its securities or those of any of its affiliates are traded, by any other regulatory authority having jurisdiction over the Companies, or by any court of competent jurisdiction; provided, however, that the aggregate amount of Relevant Notes held by the Consenting Noteholders collectively may be disclosed. (c) Each Consenting Noteholder agrees that, except as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not specified in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managersin a Noteholder Confidentiality Agreement, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such public announcement or statement or issuing any press release or any other public disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to this Agreement, the Recapitalization, the Exchange Offer, the Plan (if applicable) or any written information supplied by negotiations, terms or other facts with respect thereto, it specifically for use in any such disclosure document, if anyshall, to the extent that practicable under the circumstances, provide Angiotech and each other Consenting Noteholder with a copy of such disclosure in advance of any shall be or have become false or misleading, in any material respectrelease and an opportunity to consult with Goodmans and/or Hxxxxxxx Lxxxx as to the contents and to provide comments thereon.

Public Disclosure. Except as (a) No press release or other public disclosure concerning the transactions contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement herein shall be made prior to the Closing by or on behalf any of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection Companies without previously consulting with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentenceAdvisors, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosureexcept as, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent that, the disclosure is required (as determined by the Companies) by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing Law or disclosure required by the SEC the Holder’s identity and ownership rules of any stock exchange on which any of the Covered Stock and Companies’ securities are listed or traded, by any other regulatory authority having jurisdiction over the nature Companies, or by any court of competent jurisdiction; provided, however, that the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyCompanies shall, to the extent that practicable under the circumstances, provide the Advisors with a copy of such disclosure in advance of any release and an opportunity to consult with the Companies as to the contents and to provide comments thereon. (b) Notwithstanding the foregoing, no information with respect to the principal amount of Notes held or managed by any individual Consenting Noteholder or the identity of any individual Consenting Noteholder shall be disclosed by the Companies, except as may be required by applicable Law or have become false by the rules of any stock exchange on which any of the Companies’ securities are listed or misleadingtraded, by any other regulatory authority having jurisdiction over the Companies, or by any court of competent jurisdiction; provided, however, that the aggregate amount of Relevant Notes held by the Consenting Noteholders collectively may be disclosed. (c) Each Consenting Noteholder agrees that, except as otherwise specified in this Agreement or in a Noteholder Confidentiality Agreement, prior to making any material respectpublic announcement or statement or issuing any press release or any other public disclosure with respect to this Agreement, the Recapitalization, the Plan or any negotiations, terms or other facts with respect thereto, it shall, to the extent practicable under the circumstances, provide the Companies and each other Consenting Noteholder with a copy of such disclosure in advance of any release and an opportunity to consult with the Advisors as to the contents and to provide comments thereon.

Public Disclosure. Except as contemplated Buyer agrees to keep confidential and not to use prior to Closing, other than in connection with its determination whether to proceed with the purchase of the Property and its preparation for such Closing in accordance with Section 3 hereof, any of the documents, material or information regarding the Property supplied to Buyer by any Seller or by any third party at a Seller's request, including, without limitation any environmental site assessment reports furnished to Buyer, except to Buyer's consultants, attorneys, accountants and potential investors or lenders on a "need to know" basis, unless Buyer is compelled to disclose such documents, material or information by law or by subpoena. Each Seller agrees to keep confidential and not disclose prior to Closing this Agreement, the Purchase Agreement purchase price or as otherwise any other terms hereunder, unless the Seller is compelled to disclose such information by law or by subpoena or reasonably determines that such disclosure is required by Lawsecurities laws, court order and except that Seller may disclose the same to lenders, residents, employees, vendors, state licensing agencies and the like to the extent necessary or regulatory authority, no disclosure (whether prudent to carry out and consummate the transactions contemplated hereby. No party hereto shall issue any press release or not in response public announcement relating to an inquiry) of the subject matter of this Agreement or without the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the written approval of the Purchase other parties, which approval shall not be unreasonably withheld or delayed; provided, however, that any party may make the following public disclosure (without the consent of the other party): (a) if prior to Closing, such disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing party shall advise the other parties and provide them with a copy of the proposed disclosure prior to making the disclosure) or (b) if post-Closing, disclosure of such of the principal terms of the transaction contemplated by this Agreement that such party elects to make. Seller acknowledges and agrees that Buyer shall file a Current Report on Form 8-K with the Securities and Exchange Commission announcing the transactions contemplated hereby (and shall issue the press release contemplated thereby) unless , provided the form of such press release is approved by Sellers prior Seller (not to be unreasonably withheld) to the extent not previously approved by Seller), and that Buyer shall file this Agreement with such disclosureCurrent Report on Form 8-K or with a Quarterly Report on Form 10-Q. The parties acknowledge and agree that Buyer's disclosure in Buyer's Current Report on Form 8-K with respect to the announcement of this transaction will be as set forth on Schedule EE. Notwithstanding Buyer and each Seller agree to indemnify and hold harmless one another from and against any and all losses, damages, claims and liabilities of any kind (including, without limitation, reasonable attorneys' fees) arising out of the immediately preceding sentence, in breach of either of them under this Section 18.12. In the event that the Holder is required by Law Closing does not occur in accordance with the terms of this Agreement, Buyer shall return to Seller or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership destroy all of the Covered Stock and documents, material or information regarding the nature Property supplied to Buyer by Seller or at the request of Seller. The provisions of this Section 18.12 shall survive the Holder’s obligations under termination of this Agreement but shall no longer be applicable following Closing in accordance with the terms of this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respect.

Public Disclosure. Except as (a) No press release or other public disclosure concerning the Transaction contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement herein shall be made prior by the Company without previously consulting with the Requisite Consenting Party Advisors, except as, and only to the Closing extent that, the disclosure is required (as determined by or the Company on behalf the basis of the Holder (including any Representative advice of the Holderits outside legal counsel) (other than disclosures to managersby applicable Law, advisors or equity holders of the Holder on a need to know basis in connection with the approval CCAA Proceedings or by the rules of any stock exchange on which the Purchase Agreement and Company’s securities are listed or traded, by any other regulatory authority having jurisdiction over the transactions contemplated thereby) unless approved Company, or by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentenceany court of competent jurisdiction; provided, in the event however, that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyshall, to the extent that legally permitted, provide the Requisite Consenting Parties (through the Requisite Consenting Party Advisors) with a copy of such disclosure in advance of any release and, to the extent practicable under the circumstances, an opportunity to consult with the Company as to the contents thereof and to provide comments thereon. (b) Notwithstanding the foregoing, no information with respect to the principal amount or number of, as applicable, Relevant Debt held or managed by any individual Consenting Party shall be disclosed by the Company and no information with respect to the identity of a Consenting Party shall be disclosed by the Company, except as may be required by applicable Law or have become false by the rules of any stock exchange on which any of the Company’s securities are listed or misleadingtraded, by any other regulatory authority having jurisdiction over the Company, or by any court of competent jurisdiction; provided however, that the aggregate amount of any class of Relevant Debt held by the Consenting Parties collectively may be disclosed. (c) Each Consenting Party agrees that prior to making any public announcement or statement or issuing any press release or any other public disclosure with respect to this Agreement, the Transaction, the Plan or any negotiations, terms or other facts with respect thereto, it shall, to the extent practicable under the circumstances, provide the other Parties with a copy of such disclosure in advance of any material respectrelease and an opportunity to consult as to the contents thereof and to provide comments thereon.

Public Disclosure. Except as (a) No press release or other public disclosure concerning the transactions contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement herein shall be made prior to by the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managersCompany without previously consulting with Goodmans, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosureexcept as, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent that, the disclosure is required (as determined by the Company) by applicable LawLaw or by the rules of any stock exchange on which the Company’s securities are listed or traded, the Holder hereby authorizes Parent , Sellers and by any other regulatory authority having jurisdiction over the Company to publish and disclose in or its Subsidiaries, or by any announcementcourt of competent jurisdiction; provided, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parenthowever, Sellers and that the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyshall, to the extent that practicable under the circumstances, provide Goodmans with a copy of such disclosure in advance of any release and an opportunity to consult with the Company as to the contents and to provide comments thereon. (b) Notwithstanding the foregoing, no information with respect to the principal amount of Notes held or managed by any individual Consenting Noteholder or the identity of any individual Consenting Noteholder shall be disclosed by the Company or have become false any of its Subsidiaries, except as may be required by applicable Law or misleadingby the rules of any stock exchange on which any of the Company’s securities are listed or traded, by any other regulatory authority having jurisdiction over the Company, or by any court of competent jurisdiction; provided, however, that the aggregate amount of Relevant Notes held by the Consenting Noteholders collectively may be disclosed. (c) Each Consenting Noteholder agrees that, except as otherwise specified in this Agreement or in a Noteholder Confidentiality Agreement, prior to making any material respectpublic announcement or statement or issuing any press release or any other public disclosure with respect to this Agreement, the Transaction, the Plan or any negotiations, terms or other facts with respect thereto, it shall, to the extent practicable under the circumstances, provide the Company and each other Consenting Noteholder with a copy of such disclosure in advance of any release and an opportunity to consult with Goodmans as to the contents and to provide comments thereon.

Public Disclosure. Except as contemplated by to the Purchase Agreement extent previously disclosed or as otherwise to the extent the parties believe that they are required by Lawapplicable law or regulation to make disclosure, court order or regulatory authorityprior to Closing, no disclosure (whether party shall issue any statement or not in response communication to an inquiry) the public regarding the Transaction without the consent of the subject matter of this Agreement other party, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the Purchase Agreement shall be made prior to Transaction, it shall, if possible, immediately notify the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers party prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosureforegoing, the Holder may make such disclosure; provided parties hereto agree that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment Cyber will prepare and file a Current Report on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely Form 8-K pursuant to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and Exchange Act reasonably acceptable to the Company to publish report the execution of this Agreement and disclose in that any announcement, filing or disclosure party hereto may file any reports as required by the SEC Exchange Act including, without limitation, any reports on Schedule 13D. Notwithstanding anything contained in this Agreement to the Holdercontrary, nothing contained in this Agreement shall prevent the board of directors of Cyber, or their respective representatives from, prior to the Closing (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, if applicable, or otherwise complying with the Exchange Act; (B) providing information in response to a request therefore by a person who has made a bona fide unsolicited Acquisition Proposal; (C) engaging in any negotiations or discussions with any person who has made a bona fide unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an Acquisition Proposal; or (D) withdrawing or modifying the approval or recommendation by Cyber’s identity and ownership board of the Covered Stock and the nature directors of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable , approving or recommending any Acquisition Proposal or causing the applicable party to give to Parententer into any letter of intent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement agreement in principle, acquisition agreement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect other similar agreement relating to any written information supplied by it specifically for use in any such disclosure documentAcquisition Proposal, if anyif, and only to the extent that in each such case referred to in clause (B), (C) or (D) above, Cyber’s board of directors determines in good faith, after consultation with outside legal counsel that such action is necessary to act in a manner consistent with the directors’ fiduciary duties under applicable law and determines in good faith after consultation with its financial advisors that the person or group making such Acquisition Proposal has adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, is materially more favorable to the stockholders of Cyber from a financial point of view (any shall be or have become false or misleadingsuch more favorable Acquisition Proposal being referred to as a “Superior Proposal”) and determines in good faith that such Superior Proposal is reasonably capable of being consummated, in any material respecttaking into account legal, financial, regulatory and other aspects of the proposal and the person making the proposal.

Public Disclosure. Except as contemplated by to the Purchase Agreement extent previously disclosed or as otherwise to the extent a party believes that it is required by Lawapplicable law or regulation to make disclosure, court order prior to Closing no party shall issue any statement or regulatory authority, no disclosure (whether or not in response communication to an inquiry) the public regarding the Exchange without the consent of the subject matter of this Agreement other Parties, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the Purchase Agreement shall be made prior to Exchange, it shall, if possible, immediately notify the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers Parties prior to such disclosure. Notwithstanding the immediately preceding sentenceforegoing, in the event Parties hereto agree that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment Company will prepare and file a current report on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely Form 8-K pursuant to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers Exchange Act reasonably acceptable to Newco and the Company Sellers to publish and disclose in any announcement, filing or disclosure required by report the SEC the Holder’s identity and ownership execution of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable Notwithstanding anything in this Agreement to give the contrary, nothing contained in this Agreement shall prevent the board of directors of the Company, or their representatives, from, prior to ParentClosing: (A) complying with Rule 14e-2 promulgated under the Exchange Act, Sellers and if applicable, with regard to a tender offer or exchange offer for 20% or more of the outstanding shares of the Company any information that it may reasonably require for the preparation of (any such announcement proposal or disclosure documents and agrees offer being hereinafter referred to promptly notify Parentas an “Acquisition Proposal”), Sellers and or otherwise complying with the Company Exchange Act; (B) providing information in response to a request therefor by a person who has made a bona fide unsolicited Acquisition Proposal; (C) engaging in any negotiations or discussions with any person who has made a bona fide unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an Acquisition Proposal; or (D) withdrawing or modifying the approval or recommendation by the Company’s board of directors of this Agreement, approving or recommending any required corrections with respect Acquisition Proposal or causing the applicable party to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement relating to any written information supplied by it specifically for use in any such disclosure documentAcquisition Proposal, if anyif, and only to the extent that in each such case referred to in Clause (B), (C) or (D) above, the Company’s board of directors determines in good faith, after consultation with outside legal counsel that such action is necessary to act in a manner consistent with the directors’ fiduciary duties under applicable law and determines in good faith after consultation with its financial advisors that the person or group making the Acquisition Proposal has adequate resources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, is materially more favorable to stockholders of the Company from a financial point of view (any shall be or have become false or misleadingsuch more favorable Acquisition Proposal being referred to as a “Superior Proposal”) and determines in good faith that such Superior Proposal is reasonably capable of being consummated, in any material respecttaking into account legal, financial, regulatory and other aspects of the proposal and the person making the proposal.

Public Disclosure. Except as contemplated by (a) Torrent is in compliance in all material respects with all of its disclosure obligations under the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no applicable securities laws (including all of its disclosure (whether or not in response obligations pursuant to an inquiry) National Instrument 51-102 – Continuous Disclosure Obligations and pursuant to National Instrument 58- 101 – Disclosure of Corporate Governance Practices). Each of the subject matter Disclosure Documents filed since January 1, 2019 is, as of this Agreement the date thereof, in compliance in all material respects with applicable Securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such documents collectively constitute full, true and plain disclosure of all material facts relating to Torrent and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as of the date thereof. There is no fact of specific application to Torrent known to Torrent which Torrent has not publicly disclosed which materially adversely affects, or so far as Torrent can reasonably foresee, could materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of Torrent or the Purchase Agreement shall ability of Torrent to perform its obligations under this Agreement. All of the material contracts and agreements of Torrent required to be made prior to disclosed and filed under applicable Securities Laws have been disclosed in the Closing Disclosure Documents and filed with the applicable securities regulators at xxx.xxxxx.xxx. (b) Torrent is in compliance in all material respects with all timely disclosure obligations under applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of Torrent which has not been publicly disclosed and none of the documents filed by or on behalf of Torrent pursuant to applicable Securities Laws contained a misrepresentation at the Holder (including any Representative date of the Holder) (other than disclosures to managers, advisors or equity holders filing thereof. Torrent has not filed a material change report with any of the Holder on a need to know basis applicable securities regulators that has not been made public. (c) Torrent is in connection compliance in all material respects with the approval provisions of the Purchase Agreement NI 43-101 and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentencehas filed, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure documentwill file, if anynecessary, to the extent that any shall be or have become false or misleading, in any material respecttechnical reports required thereby.

Public Disclosure. Except as contemplated by The Company shall not, and the Purchase Company shall cause each Company Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or as otherwise required by Lawthe transactions contemplated hereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with the Company in any media interview, court order advertisement, news release, press release, or regulatory authorityprofessional or trade publication, no disclosure (or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquiror, unless required by applicable Legal Requirements (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquiror prior to any such disclosure); provided, however, that the Company shall (a) consult with Acquiror prior to such disclosure and (b) seek confidential treatment for any portion of such disclosure reasonably requested by Acquiror. Notwithstanding anything herein or in the subject matter of Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the Purchase Agreement shall be transactions contemplated hereby as Acquiror may, in its sole discretion, decide to issue or make; further provided that, with respect to such press releases or disclosures that are made prior to the Closing by Closing, to the extent practicable under the circumstances, Acquiror shall provide the Company with prior notice and a reasonable opportunity to review and comment upon such disclosure prior to its issuance. For the avoidance of doubt, (i) Acquiror or on behalf its Affiliates may disclose the terms of the Holder transactions contemplated hereby as may be required by applicable Legal Requirements, including their Securities Act and Exchange Act reports and filings, and (including any Representative ii) the Company may disclose the terms of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase this Agreement and the transactions contemplated thereby) unless approved by Sellers prior hereby to such disclosure. Notwithstanding obtain third-party consents and the immediately preceding sentenceapprovals of the Company Holders, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyeach case, to the extent that any shall be or have become false or misleading, in any material respectsuch party has a legitimate “need to know” and are subject to confidentiality obligations no less restrictive than the terms of the Confidentiality Agreement.

Public Disclosure. Except 20.1 Seller may issue a press release regarding the Acquisition, this Agreement and the Transaction Agreements immediately (but in no event later than thirty (30) days) following the Effective Date, the substance of such announcement to be subject to reasonable changes by Buyer; provided however, that Seller shall have final approval with respect to any such press release, other than with respect to statements attributable to Buyer. Buyer may not make any public announcement with respect to the Acquisition, this Agreement or the Transaction Agreements without the prior written consent of Seller, which consent shall not be unreasonably withheld. Subject to the preceding sentences, and except as contemplated otherwise agreed in writing by Seller and Buyer or as required by law or regulation, each of Seller and Buyer shall maintain as confidential the existence, terms and conditions of this Agreement and the Transaction Agreements. 20.2 Buyer acknowledges that Seller will be required under the rules and regulations (the “SEC Rules”) promulgated by the Purchase Securities and Exchange Commission (the “SEC”) to file this Agreement and one or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) more of the subject matter Transaction Agreements with the SEC within four days of the Effective Date. Seller agrees to seek confidential treatment of certain sensitive provisions contained in such documents in the manner prescribed under the SEC Rules (which, among other things, would require a filing of the entire document to be mailed to the SEC one day prior to the required filing). Seller and Buyer agree to work together in redacting such provisions of this Agreement and the other Transaction Agreements prior to the date that they are required to be filed with the SEC [ * ]. Notwithstanding the foregoing, Buyer acknowledges that the filing is ultimately Seller’s disclosure requirement with the SEC. Seller can make no assurances that any of such provisions will not ultimately be required to be filed in the event such request for confidential treatment is reviewed by the SEC, and Buyer agrees that Seller will not be in violation of any provisions of this Agreement or the Purchase any other Transaction Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent it is required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required file such provisions by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectSEC.

Public Disclosure. Except as ‌ (a) No press release or other public disclosure concerning the transactions contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement herein shall be made prior to by the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managersCompany without previously consulting with Goodmans, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosureexcept as, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent that, the disclosure is required (as determined by the Company) by applicable LawLaw or by the rules of any stock exchange on which the Company’s securities are listed or traded, the Holder hereby authorizes Parent , Sellers and by any other regulatory authority having jurisdiction over the Company to publish and disclose in or its Subsidiaries, or by any announcementcourt of competent jurisdiction; provided, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parenthowever, Sellers and that the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyshall, to the extent that practicable under the circumstances, provide Xxxxxxxx with a copy of such disclosure in advance of any release and an opportunity to consult with the Company as to the contents and to provide comments thereon. (b) Notwithstanding the foregoing, no information with respect to the principal amount of Notes held or managed by any individual Consenting Noteholder or the identity of any individual Consenting Noteholder shall be disclosed by the Company or have become false any of its Subsidiaries, except as may be required by applicable Law or misleadingby the rules of any stock exchange on which any of the Company’s securities are listed or traded, by any other regulatory authority having jurisdiction over the Company, or by any court of competent jurisdiction; provided, however, that the aggregate amount of Relevant Notes held by the Consenting Noteholders collectively may be disclosed.‌ (c) Each Consenting Noteholder agrees that, except as otherwise specified in this Agreement or in a Noteholder Confidentiality Agreement, prior to making any material respectpublic announcement or statement or issuing any press release or any other public disclosure with respect to this Agreement, the Transaction, the Plan or any negotiations, terms or other facts with respect thereto, it shall, to the extent practicable under the circumstances, provide the Company and each other Consenting Noteholder with a copy of such disclosure in advance of any release and an opportunity to consult with Xxxxxxxx as to the contents and to provide comments thereon.

Public Disclosure. Except as (a) No press release or other public disclosure concerning the transactions contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement herein shall be made by the Companies without the prior consent of the Ad Hoc Committee (such consent not to be unreasonably withheld) except as, and only to the Closing extent that, the disclosure is required by applicable law or by any stock exchange rules on behalf which its securities or those of any of its affiliates are traded, by any other regulatory authority having jurisdiction over the Companies, or by any court of competent jurisdiction; provided, however, that the Companies shall provide the Ad Hoc Committee with a copy of such disclosure in advance of any release and an opportunity to consult with the Companies as to the contents and to provide comments thereon; and provided further that the Companies shall, after providing the Ad Hoc Committee with copies of the Holder press release or other public disclosure (including any Representative and all related documents) in advance and an opportunity to consult with the Companies as to the contents and permitting the Ad Hoc Committee to provide comments thereon to the Companies, make prompt disclosure of the Holdermaterial terms of this Agreement. (b) (other than disclosures Notwithstanding the foregoing and subject to managersSection 14, advisors or equity holders no information with respect to each of the Holder Consenting Noteholder’s specific ownership of Relevant Notes, the principal amount of Relevant Notes held by a Consenting Noteholder or the identity of any individual Consenting Noteholder or its Investment Advisor shall be disclosed by the Companies, except as may be required by applicable law or by any stock exchange rules on a need to know basis in connection with which its securities or those of any of its affiliates are traded, by any other regulatory authority having jurisdiction over the approval Companies, or by any court of competent jurisdiction; provided, however, that the Purchase Agreement aggregate amount of Relevant Notes held by the Ad Hoc Committee and the transactions contemplated therebyConsenting Noteholders may be disclosed. (c) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentenceEach Consenting Noteholder agrees (or, in the event that case of a Consenting Noteholder whose Relevant Notes are managed by its Investment Advisor, its Investment Advisor agrees) that, except as otherwise specified in this Agreement, in a Noteholder Confidentiality Agreement (or, in the Holder is required case of a Consenting Noteholder whose Relevant Notes are managed by Law or court order to make any such disclosureits Investment Advisor, in a confidentiality agreement binding upon the Holder may make such disclosure; provided that the Holder shall notify Sellers Investment Advisor), prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such public announcement or statement or issuing any press release or any other public disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to this Agreement, the Plan, the Recapitalization or any written information supplied by negotiations, terms or other facts with respect thereto, it specifically for use in any such disclosure document, if anyshall, to the extent practicable under the circumstances, provide Canwest Global with a copy of such disclosure in advance of any release and an opportunity to consult with the Ad Hoc Committee as to the contents and to provide comments thereon; provided, however, that each of the Companies acknowledges and agrees that whether or not any shall revisions to the disclosure will be or have become false or misleadingmade as a result of such comments will be determined solely by the Consenting Noteholder (or, in any material respectif applicable, the Investment Advisor).

Public Disclosure. Except as contemplated by ‌ (a) EMX is in compliance in all material respects with all of its disclosure obligations under the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no applicable Securities Laws (including all of its disclosure (whether or not in response obligations pursuant to an inquiry) National Instrument 51-102 – Continuous Disclosure Obligations and pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices). Each of the subject matter Disclosure Documents filed since January 1, 2019 is, as of this Agreement the date thereof, in compliance in all material respects with applicable Securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such documents collectively constitute full, true and plain disclosure of all material facts relating to EMX and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as of the date hereof. There is no fact of specific application to EMX known to EMX which EMX has not publicly disclosed which materially adversely affects, or so far as EMX can reasonably foresee, could materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of EMX or the Purchase Agreement shall ability of EMX to perform its obligations under this Agreement. All of the material contracts and agreements of EMX required to be made prior disclosed and filed pursuant to applicable Securities Laws have been disclosed in the Closing Disclosure Documents and filed with the applicable securities regulators at xxx.xxxxx.xxx. (b) EMX is in compliance in all material respects with all timely disclosure obligations under applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of EMX which has not been publicly disclosed and none of the documents filed by or on behalf of EMX pursuant to applicable Securities Laws contained a misrepresentation at the Holder (including any Representative date of the Holder) (other than disclosures to managers, advisors or equity holders filing thereof. EMX has not filed a material change report with any of the Holder on a need to know basis applicable securities regulators that has not been made public. (c) EMX is in connection compliance, in all material respects, with the approval provisions of the Purchase Agreement NI 43-101 and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure documenthas, if anynecessary, to the extent that any shall be or have become false or misleading, in any material respectfiled all technical reports required thereby.

Public Disclosure. Except (a) Buyer and Seller shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Stock Sale or this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as contemplated by the Purchase Agreement or as otherwise may be required by Lawlaw or any listing agreement with a national securities exchange or The Nasdaq Stock Market, court order or regulatory authorityInc., no disclosure (whether or not so long as Buyer has provided Seller with notice of such requirement and makes reasonable efforts to get confidential treatment if so requested by Seller and in response to an inquiry) any event in accordance with the terms of the subject matter Confidentiality Agreement. (b) Seller agrees that the information supplied by Seller for inclusion in any press release (including any information relating to Seller that is approved by Seller) that is jointly issued or approved by Buyer and Seller shall not, on the date such press release is issued, contain any untrue statement of this Agreement a material fact or omit to state any material fact necessary in order to make the Purchase Agreement shall be made statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier press release which has become false or misleading. If at any time prior to the Closing by or on behalf of the Holder (including Seller shall determine that any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose information in any announcement, filing issued press release was or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, Seller shall promptly inform Buyer. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to any information relating to Buyer which is contained in any of the foregoing documents. (c) Buyer agrees that the information supplied by Buyer for inclusion in any press release (including any information relating to Buyer that is approved by Buyer) that is jointly issued or approved by Buyer and Seller shall not, on the date such press release is issued, contain any untrue statement of a material respectfact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier press release which has become false or misleading. If at any time prior to the Closing Buyer shall determine that any information in any issued press release was or may have become false or misleading, Buyer shall promptly inform Seller. Notwithstanding the foregoing, Buyer make no representation or warranty with respect to any information relating to Seller which is contained in any of the foregoing documents.

Public Disclosure. Except as contemplated by the Purchase this Agreement or as otherwise required by Law, Law (including applicable securities Laws) or court order or, as to IntraLinks or any IntraLinks Affiliate, by regulatory authorityauthority or listing agreement, no disclosure (whether or not in response to an inquiry) of the existence or subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder any party hereto (including any Representative third Person representatives of IntraLinks or the HolderCompany or any of their respective Affiliates) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis Stockholders in connection with the approval of the Purchase this Agreement and other than any filing by IntraLinks or any IntraLinks Affiliate with the transactions contemplated thereby) Securities and Exchange Commission or other Governmental Entity), whether before or after the Closing, unless approved by Sellers IntraLinks and the Company prior to release; provided that such disclosureapproval shall not be unreasonably withheld, conditioned or delayed; provided further that in no event shall any party or Representative make any such disclosure prior to IntraLinks’ or an IntraLinks Affiliate’s issuing a press release publicly announcing this Agreement; and provided further that this restriction shall not apply to IntraLinks or any IntraLinks Affiliate from and after the Closing. Notwithstanding the immediately preceding sentence, in the event that either IntraLinks, any IntraLinks Affiliate or the Holder Company (or any Affiliate thereof) is required by Law or Law, court order or any listing or trading agreement to make any such disclosure, the Holder may make such disclosure; provided that the Holder party shall notify Sellers the other prior to making such disclosure, disclosure and shall use its commercially reasonable efforts to give Sellers the other an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respect.

Public Disclosure. Except as contemplated by the Purchase Agreement Neither party nor any of its Subsidiaries shall issue any statement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response communication to an inquiry) of any third party regarding the subject matter of this Agreement or the Purchase transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor, without the prior consent of the other parties; provided, that Parent and its Subsidiaries may, after consultation with counsel (which may be in-house counsel) and the Company, make or cause to be made any press release or similar public announcement or communication as may be required to comply with the requirements of any applicable laws or the rules or regulations of the Nasdaq Global Select Market or the Financial Industry Regulatory Authority, Inc. and may, after consultation with counsel (which may be in-house counsel) and the Company, disclose such other information that Parent deems appropriate in its reasonable judgment in light of its status as a publicly owned company. Notwithstanding the foregoing, Parent and the Company intend to make a mutually agreeable public announcement regarding this Agreement after the execution of this Agreement. Notwithstanding anything in this Agreement to the contrary, following the Closing, the Stockholder Representative shall be made prior to permitted to: (i) after the Closing by or on behalf public announcement of the Holder (including Merger, publicly announce that it has been engaged to serve as the Stockholder Representative in connection with the Merger as long as such announcement does not disclose any Representative of the Holderother terms of the Merger or the other transactions contemplated herein; and (ii) (other than disclosures disclose information as required by law or to managersemployees, advisors or equity holders consultants of the Holder on Stockholder Representative and to the Stockholders, in each case who have a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentenceinformation, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that such persons either (A) agree to observe the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity terms of this Section 5.2(b) or (as is reasonable under the circumstancesB) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely are bound by obligations of confidentiality to the extent required by applicable Law, Stockholder Representative of at least as high a standard as those imposed on the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations Stockholder Representative under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectSection 5.2(b).

Public Disclosure. Except as (a) No press release or other public disclosure concerning the transactions contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement herein shall be made prior to by the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection Company without previously consulting with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentenceRequisite Consenting Party Advisors, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosureexcept as, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent that, the disclosure is required (as determined by the Company on the basis of the advice of its outside legal counsel) by applicable LawLaw or by the rules of any stock exchange on which the Company’s securities are listed or traded, by any other regulatory authority having jurisdiction over the Holder hereby authorizes Parent Company, Sellers and or by any court of competent jurisdiction; provided, however, that the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anyshall, to the extent that legally permitted, provide the Requisite Consenting Parties (through the Requisite Consenting Party Advisors) with a copy of such disclosure in advance of any release and an opportunity to consult with the Company as to the contents thereof and to provide comments thereon. (b) Notwithstanding the foregoing, no information with respect to the principal amount or number of, as applicable, Relevant Securities held or managed by any individual Consenting Party shall be disclosed by the Company and no information with respect to the identity of a Consenting Party shall be disclosed by the Company, except as may be required by applicable Law or have become false by the rules of any stock exchange on which any of the Company’s securities are listed or misleadingtraded, by any other regulatory authority having jurisdiction over the Company, or by any court of competent jurisdiction; provided, however, that the aggregate amount of any class of Relevant Securities held by the Consenting Parties collectively may be disclosed. (c) Each Consenting Party agrees that prior to making any public announcement or statement or issuing any press release or any other public disclosure with respect to this Agreement, the Recapitalization, the CBCA Plan or any negotiations, terms or other facts with respect thereto, it shall, to the extent practicable under the circumstances, provide the other Parties with a copy of such disclosure in advance of any material respectrelease and an opportunity to consult as to the contents thereof and to provide comments thereon.

Public Disclosure. Except as contemplated by Each Loan Party agrees that neither it nor any of its Affiliates will now or in the Purchase future issue any press release or other public disclosure using the name of an Agent, any Lender or any of their respective Affiliates or referring to this Agreement or any other Loan Document without the prior written consent of such Agent or such Lender, except to the extent that such Loan Party or such Affiliate is required to do so under applicable law (in which event, such Loan Party or such Affiliate will consult with such Agent or such Lender before issuing such press release or other public disclosure); provided that such Agent or such Lender shall have no right (or additional right, as otherwise applicable) to review or approve any disclosures regarding this Agreement (i) required by Law, court order applicable law or compulsory legal process or in connection with any pending legal proceeding or regulatory authorityreview (in which case Borrower, no disclosure to the extent practicable and not prohibited by applicable law or regulation, shall inform such Agent or such Lender promptly thereof prior to disclosure), (whether ii) in connection with the exercise of any remedy or not in response to an inquiry) enforcement of the subject matter of any rights under this Agreement or the Purchase Agreement shall be made prior Loan Documents, (iii) other than with respect to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement Fee Letter and the transactions contemplated thereby) unless approved by Sellers prior contents thereof, to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is extent required by Law or court order to make the applicable rules of any such disclosurenational securities exchange, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely and/or to the extent required by applicable Lawfederal securities laws, the Holder hereby authorizes Parent , Sellers in connection with any Securities and the Company Exchange Commission filings relating to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable ; provided, that the Borrower shall provide the Collateral Agent with a reasonable opportunity to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in review any such disclosure documentprior to the filing thereof that occurs at or immediately after the date hereof in connection with the initial disclosure of this Agreement (but there shall be no requirement to provide an opportunity to review in connection with regular disclosures made after the closing of this Agreement and the initial disclosure of this Agreement). Each Loan Party hereby authorizes each Agent and each Lender, if anyafter consultation with the Borrower, to advertise the extent that any closing of the transactions contemplated by this Agreement, and to make appropriate announcements of the financial arrangements entered into among the parties hereto, as such Agent or such Lender shall be deem appropriate, including, without limitation, on a home page or have become false similar place for dissemination of information on the Internet or misleadingworldwide web, or in announcements commonly known as tombstones, in any material respectsuch trade publications, business journals, newspapers of general circulation and to such selected parties as such Agent or such Lender shall deem appropriate.

Public Disclosure. Except as contemplated by the Purchase Agreement (a) The parties agree that no public release, filing or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) of the subject matter of announcement concerning this Agreement or the Purchase Agreement Ancillary Documents or the transactions contemplated hereby or thereby shall be made issued by any party or any of their respective Affiliates without the prior written consent (not be unreasonably withheld, conditioned or delayed) of Parent, Merger Sub and the Company, except as such release or announcement may be required by Applicable Laws or the rules or regulations of any securities exchange, in which case the applicable party shall use commercially reasonable efforts to allow Parent, Merger Sub and the Company reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) Parent and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement, issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release (but in any event within four (4) Business Days after the execution of this Agreement), Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Applicable Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). Parent and the Company shall mutually agree upon and, as promptly as practicable after the Closing, issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release (but in any event within four (4) Business Days after the Closing), Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Applicable Laws which the Company Managing Members immediately prior to Closing shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with such Company Managing Members commenting upon and approving such Closing Filing in any event no later than the third (3rd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of the Holder (including a party to any Representative of the Holder) (Governmental Authority or other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis third party in connection with the approval transactions contemplated hereby, each party shall, upon request by any other party, furnish the parties with all information concerning themselves, their respective directors, officers and equity holders as may be necessary in connection with the preparation of the Purchase Agreement such report, statement, filing notice or application, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respecthereby.

Public Disclosure. Except (a) No press release or other public disclosure concerning the transactions contemplated herein shall be made by any of the Companies without the prior consent of the Consenting Noteholder (such consent not to be unreasonably withheld) except as, and only to the extent that, the disclosure is required (as contemplated determined by the Purchase Agreement Companies) by applicable Law or by any stock exchange rules on which its securities or those of any of its affiliates are traded, by any other regulatory authority having jurisdiction over the Companies, or by any court of competent jurisdiction; provided, however, that the Companies shall provide the Consenting Noteholders with a copy of such disclosure in advance of any release and an opportunity to consult with the Companies as to the contents and to provide comments thereon. (b) Notwithstanding the foregoing and subject to Section 14, no information with respect to the principal amount of Subordinated Notes held or managed by any individual Consenting Noteholder or the identity of any individual Consenting Noteholder shall be disclosed by the Companies, except as may be required by applicable Law or by any stock exchange rules on which its securities or those of any of its affiliates are traded, by any other regulatory authority having jurisdiction over the Companies, or by any court of competent jurisdiction; provided, however, that the aggregate amount of Relevant Notes held by the Consenting Noteholders collectively may be disclosed. (c) Each Consenting Noteholder agrees that, except as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not specified in response to an inquiry) of the subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managersin a Noteholder Confidentiality Agreement, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such public announcement or statement or issuing any press release or any other public disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to this Agreement, the Exchange, the Exchange Offer or any written information supplied by negotiations, terms or other facts with respect thereto, it specifically for use in any such disclosure document, if anyshall, to the extent that practicable under the circumstances, provide Angiotech and each other Consenting Noteholder with a copy of such disclosure in advance of any shall be or have become false or misleading, in any material respectrelease and an opportunity to consult with its counsel as to the contents and to provide comments thereon.

Public Disclosure. Except as contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) Each of the subject matter Consenting Noteholders hereby consents to the disclosure of this Agreement by the Companies or the Purchase Agreement shall be made prior Companies’ direct or indirect parent entity, Finance of America Companies Inc. (“Parent”) and consents to the Closing inclusion of such disclosure in any filings by the Companies or on behalf Parent with the Securities and Exchange Commission (the “SEC”) or as required by law or regulation; provided that it is expressly understood by the Parties that none of the Holder (including Consenting Noteholders consent to any Representative disclosure of their individual holdings of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement 2025 Unsecured Notes and the transactions contemplated thereby) Companies hereby agree to keep such information confidential, unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder disclosure is required by Law applicable law or court order to make regulations of any such disclosureapplicable stock exchange or governmental authority (each, an “Authority”), in which case, the Holder may make Companies shall (x) provide each of the Consenting Noteholders with advance notice of the intent to disclose and provide such disclosure; Consenting Noteholders with the reasonable opportunity to review and comment on the proposed disclosure to be provided by the Companies (if permitted by the applicable Authority), (y) only disclose such information as is required to be disclosed by the applicable Authority and (z) to the extent this Agreement will be filed publicly with the SEC by the Companies, the Companies shall either (i) file with the SEC a form of this Agreement that does not include the Holder shall notify Sellers prior to making such disclosure, shall individual holdings of the Consenting Noteholders in lieu of filing an executed version or (ii) use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely obtain confidential treatment with respect to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership individual holdings of the Covered Stock and Consenting Noteholders included in this Agreement at or prior to filing the nature executed version of this Agreement with the Holder’s obligations under this AgreementSEC. The Holder agrees as promptly as practicable Companies shall provide drafts of any press release announcing any transaction related to give the Exchange Offer and Consent Solicitation to Parent, Sellers and the Company any information that it may reasonably require for Consenting Noteholders’ Counsel at least one (1) calendar day prior to the preparation issuance of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectpress release.

Public Disclosure. Except as contemplated by During the Purchase Agreement Pre-Closing Period, the Parties shall consult with each other before issuing any press release or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response making any public statements with respect to an inquiry) of the subject matter of this Agreement or the Purchase Agreement Transactions, and none of the Parties shall issue (and the Sellers shall cause the Founders not to issue) any press release or make any public statement prior to obtaining the other Party’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except that no such approval shall be made prior necessary (i) to the Closing extent disclosure may be required by applicable Legal Requirements, (ii) to the extent such public statements or on behalf of press releases regarding this Agreement or the Holder Transactions are consistent with previous press releases or public announcements made in compliance with this Section 6.4, and (including any Representative of iii) to the Holder) (other than disclosures to managers, advisors extent such public statements or equity holders of the Holder on a need to know basis press releases are made in connection with any dispute between the approval of Parties regarding this Agreement or the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosureTransactions. Notwithstanding the immediately preceding sentenceforegoing, in the event that the Holder is required by Law or court order to Purchaser may make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such public disclosure as it is legally obligated to disclose. Solely to the extent it is required by applicable Law, pursuant to the Holder hereby authorizes Parent , Sellers requirements set forth in its or its subsidiaries’ debt documents and in accordance with the rules or regulations of the Securities and Exchange Commission or the New York Stock Exchange (in which case Purchaser will advise the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable prior to give to Parent, Sellers making the disclosure and the Company will consider in good faith any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections suggestions with respect to any written information supplied by it specifically for use the content thereof); provided, further, that Purchaser may issue a press release upon each of the signing of this Agreement and Closing announcing such signing or Closing, as applicable, and describing the Transactions, in any each case upon the prior delivery of a draft of such disclosure document, if any, press release to the extent that any shall be Company or, after Closing, the Sellers’ Representative and considering in good faith reasonable comments from the Company or have become false or misleading, in any material respectthe Sellers’ Representative.

Public Disclosure. Except as contemplated by Neither the Purchase Company nor any Company Subsidiary shall, and the Company and each Company Subsidiary shall cause each Company Representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or as otherwise required by Lawthe transactions contemplated hereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with the Company in any media interview, court order advertisement, news release, press release, or regulatory authorityprofessional or trade publication, no disclosure (or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquiror, unless required by applicable Legal Requirements (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquiror prior to any such disclosure); provided, however, that the Company shall (a) consult with Acquiror prior to such disclosure and (b) seek confidential treatment for any portion of such disclosure reasonably requested by Acquiror. Notwithstanding anything herein or in the subject matter of Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the Purchase Agreement shall be transactions contemplated hereby as Acquiror may, in its sole discretion, decide to issue or make; further provided that, with respect to such press releases or disclosures that are made prior to the Closing by Closing, if practicable under the circumstances, Acquiror shall provide the Company with prior notice and a reasonable opportunity to review and comment upon such disclosure prior to its issuance. For the avoidance of doubt, Acquiror or on behalf its Affiliates may disclose the terms of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder hereby as may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent be required by applicable LawLegal Requirements, the Holder hereby authorizes Parent , Sellers including their Securities Act and the Company to publish Exchange Act reports and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectfilings.

Public Disclosure. Except 20.1 Seller may issue a press release regarding the Acquisition, this Agreement and the Transaction Agreements immediately (but in no event later than thirty (30) days) following the Effective Date, the substance of such announcement to be subject to reasonable changes by Buyer; provided however, that Seller shall have final approval with respect to any such press release, other than with respect to statements attributable to Buyer. Buyer may not make any public announcement with respect to the Acquisition, this Agreement or the Transaction Agreements without the prior written consent of Seller, which consent shall not be unreasonably withheld. Subject to the preceding sentences, and except as contemplated otherwise agreed in writing by Seller and Buyer or as required by law or regulation, each of Seller and Buyer shall maintain as * A confidential portion of material has been omitted and filed separately with the Commission confidential the existence, terms and conditions of this Agreement and the Transaction Agreements. 20.2 Buyer acknowledges that Seller will be required under the rules and regulations (the “SEC Rules”) promulgated by the Purchase Securities and Exchange Commission (the “SEC”) to file this Agreement and one or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) more of the subject matter Transaction Agreements with the SEC within four days of the Effective Date. Seller agrees to seek confidential treatment of certain sensitive provisions contained in such documents in the manner prescribed under the SEC Rules (which, among other things, would require a filing of the entire document to be mailed to the SEC one day prior to the required filing). Seller and Buyer agree to work together in redacting such provisions of this Agreement and the other Transaction Agreements prior to the date that they are required to be filed with the SEC. [*] Notwithstanding the foregoing, Buyer acknowledges that the filing is ultimately Seller’s disclosure requirement with the SEC. Seller can make no assurances that any of such provisions will not ultimately be required to be filed in the event such request for confidential treatment is reviewed by the SEC, and Buyer agrees that Seller will not be in violation of any provisions of this Agreement or the Purchase any other Transaction Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentence, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent it is required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required file such provisions by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectSEC.

Public Disclosure. Except as contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquirya) of the subject matter of this Agreement or the Purchase Agreement shall be made prior Prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (Closing, other than disclosures with respect to managersany proxy statements, advisors registration statements or equity holders of other written materials required to be filed with the Holder on a need to know basis United States Securities and Exchange Commission (the “SEC”) in connection with the approval of the Purchase Business Combination Agreement and the matters contemplated thereby, none of the Company, Buyer or any of their respective Subsidiaries or Affiliates shall issue or cause the publication of any press release or other public announcement or disclosure with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, without the prior written consent of the Sellers Representative and Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), unless such party determines that such disclosure is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication of such press release or other public announcement or disclosure (as applicable, a “Required Transaction Disclosure”), in which event such party shall, on a basis reasonable under the circumstances and to the extent practicable and permitted by applicable Law, provide a reasonable opportunity to the Sellers Representative and Buyer to review such press release or other announcement or disclosure in advance and shall consider in good faith all reasonable comments suggested thereto (provided that, for the avoidance of doubt, such reviewing party shall not have any consent or approval rights with respect to any such press release or other announcement or disclosure); provided, however, that the parties hereto shall not be required by this Section 7.8 to provide any such review or comment to the other party relating to any dispute between the parties relating to this Agreement. (b) unless approved by Sellers Notwithstanding anything to the contrary in Section 7.8(a), (i) each of Buyer and/or any of its Affiliates, on the one hand, and Compass Group Diversified Holdings LLC and/or Compass Diversified (collectively, “Compass”) and/or any of their respective Affiliates, on the other hand, shall be permitted to make any disclosures with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby in connection with responding to questions (A) in any interviews (whether for articles, television, radio, podcasts or otherwise) or other media appearances, (B) on any earnings call or (C) in any investor meetings, presentations or conferences, (ii) the parties hereto acknowledge and agree that the Company, Compass and/or any Affiliate of the Company or Compass shall be permitted to file this Agreement with the SEC and make disclosures regarding this Agreement and the Transactions pursuant to filings with the SEC (subject, with respect to this clause (ii), to compliance with the terms set forth above in Section 7.8(a) with respect to Required Transaction Disclosures), (iii)(A) prior to the Closing, the Company, Compass and their respective Affiliates (including the Acquired Companies) shall be permitted to make announcements from time to time to the respective employees, customers, suppliers and other business relations of the Acquired Companies and otherwise as the Company may reasonably determine is necessary to comply (or cause any other Acquired Company to comply) with applicable Law (subject to compliance with the terms set forth above in Section 7.8(a) with respect to Required Transaction Disclosures; provided, that any announcement pursuant to this clause (iii)(A) shall not be subject to compliance with the terms set forth above in Section 7.8(a) with respect to Required Transaction Disclosure if the information included in such disclosure. announcement with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, is consistent with any communication or messaging talking points or plans mutually agreed upon in writing (for such purposes, email shall be sufficient) by Buyer and the Sellers Representative (“Communication Plans”)) or the requirements of any Contract to which any Acquired Company is a party or otherwise bound, and (B) prior to the Closing, Buyer or any of its Affiliates (including Buyer’s Subsidiaries) shall be permitted to make announcements from time to time to the respective employees, customers, suppliers and other business relations of Buyer and its Subsidiaries and otherwise as Buyer may reasonably determine is necessary to comply (or cause any Subsidiary of Buyer to comply) with applicable Law (subject to compliance with the terms set forth above in Section 7.8(a) with respect to Required Transaction Disclosures; provided, that any announcement pursuant to this clause (iii)(B) shall not be subject to compliance with the terms set forth above in Section 7.8(a) with respect to Required Transaction Disclosure if the information included in such announcement with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, is consistent with any Communication Plan) or the requirements of any Contract to which Buyer or any of its Subsidiaries is a party or otherwise bound, and (iv) Compass, each Company Stockholder and their respective Affiliates may, without further consent of any party hereto, make statements with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, that are consistent with (and do not otherwise include or refer to any terms or conditions that are not otherwise contained in) (A) public statements with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, that have previously been made by (1) Buyer, the Company or Compass or any Affiliates of Compass in compliance with this Section 7.8, or (2) the SPAC or (B) information that is or becomes generally available to the public other than as a result of disclosure by a party in violation of this Section 7.8. (c) Notwithstanding anything to the immediately preceding sentencecontrary herein or the Confidentiality Agreement, in the event that of any conflict or inconsistency between the Holder is required by Law or court order to make any such disclosureprovisions of this Section 7.8 and the provisions of the Confidentiality Agreement, the Holder may make such disclosure; provided that the Holder provisions of this Section 7.8 shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectcontrol.

Public Disclosure. Except Any public announcement, press release or similar publicity, including the filing of this Agreement with the Securities and Exchange Commission, and the transactions contemplated hereby, will be issued, if at all, at such time and in such manner as contemplated by the Purchase Agreement or as otherwise required by Law, court order or regulatory authority, no disclosure (whether or not in response to an inquiry) Parent determines. Each of the Company and the Securityholders’ Representative shall not (and, prior to the Effective Time, the Company shall use its reasonable best efforts to cause any Company Representative to refrain from), directly or indirectly, issue or make any statement or communication to any third party (other than its or their respective legal, accounting, and financial advisors that are bound by confidentiality restrictions and other than in connection with the distribution of the Information Statement, the Stockholder Consent, notices in connection with the exercise of the Company Warrants and other documents and instruments required to be disseminated prior to the Closing Date in order to fulfill the conditions set forth in Article VII) regarding the existence or subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder transactions contemplated hereby (including any Representative claim or dispute arising out of or related to this Agreement, or the Holder) (other than disclosures to managersinterpretation, advisors making, performance, breach or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement termination hereof and the transactions contemplated therebyreasons therefor) unless approved by Sellers prior to such disclosure. Notwithstanding without the immediately preceding sentenceconsent of Parent, in the event that the Holder is required by Law or court order to make any such disclosure, the Holder may make such disclosure; provided that the Holder shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity except (as is reasonable under the circumstancesa) to comment on such disclosure, and shall make only such disclosure as it is legally obligated to disclose. Solely to the extent such disclosure is required by applicable Law, in which case the Holder hereby authorizes Company, or the Securityholders’ Representative, as the case may be, shall promptly notify Parent , Sellers of such disclosure and cooperate at Parent’s expense with Parent to the Company extent practicable so as to publish and disclose in any announcement, filing or disclosure seek to limit the information disclosed to the information required by the SEC the Holder’s identity applicable Law to be disclosed and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if anywill, to the extent practicable and at Parent’s expense, seek to obtain a protective order over, or confidential treatment of such information, or (b) for disclosures in dispute resolution proceedings to the courts or arbitrators involved in such proceedings; provided, that any shall be or have become false or misleadingsuch proceedings are brought in compliance with this Agreement, including Section 9.6, and to other Persons involved in any material respectsuch proceedings (e.g., attorneys and expert witnesses) that are bound by confidentiality restrictions.

Public Disclosure. Except as contemplated by the Purchase this Agreement or as otherwise required by LawLaw (including applicable securities Laws) or, court order as to Buyer or any of its Affiliates, by regulatory authority, listing agreement, no public disclosure (whether or not in response to an inquiry) of the existence or subject matter of this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder any party hereto (including any Representative third-party representatives of Buyer, Seller, any Seller Owner or the HolderCompany or any of their respective Affiliates) (other than disclosures to managers(i) any filing by Buyer, advisors Seller, the Company or equity holders any of the Holder on a need to know basis in connection their respective Affiliates with the approval of Securities and Exchange Commission or other Governmental Entity as required by applicable Law and (ii) any communications with any third parties to obtain the Purchase consents and approvals required under this Agreement and applicable Law), whether before or after the transactions contemplated thereby) Closing, unless approved by Sellers Buyer and Seller prior to release; provided that such disclosureapproval shall not be unreasonably withheld, conditioned or delayed; provided further that in no event shall any party or Representative make any such disclosure prior to Buyer issuing a press release publicly announcing this Agreement. In addition to and in no way limiting the foregoing, Buyer shall make a press release on or promptly following the Agreement Date, shall notify the Seller of such press release and shall give the Seller a reasonable opportunity to comment on such press release prior to publication. Notwithstanding the immediately preceding sentenceforegoing, in the event that Buyer, Seller, the Holder Company (or any of their respective Affiliates) is required by Law or court order any listing or trading agreement to make any such disclosure, the Holder may make such disclosure; provided that the Holder party shall notify Sellers the others prior to making such disclosure, disclosure and shall use its commercially reasonable efforts to give Sellers the others an opportunity (as is reasonable under the circumstances) to comment on such disclosure, . Buyer shall provide the Company with a reasonable opportunity to review and shall make only such disclosure as it is legally obligated comment on any press release to disclose. Solely to the extent required be issued by applicable Law, the Holder hereby authorizes Parent , Sellers Xxxxx announcing this Agreement and the Company to publish and disclose in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleading, in any material respectTransactions.

Public Disclosure. Except as contemplated by The Company shall not, and the Purchase Company shall cause its Representatives not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or as otherwise required by Lawthe transactions contemplated hereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with the Company in any media interview, court order advertisement, news release, press release, or regulatory authorityprofessional or trade publication, no disclosure (or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquiror, unless required by applicable Legal Requirements; provided, however, that the Company shall (i) consult with Acquiror prior to such disclosure and (ii) seek confidential treatment for any portion of such disclosure reasonably requested by Acquiror. Notwithstanding anything herein or in the subject matter of Confidentiality Agreement, at any time following the Effective Time, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the Purchase Agreement shall be made prior to the Closing by or on behalf of the Holder (including any Representative of the Holder) (other than disclosures to managers, advisors or equity holders of the Holder on a need to know basis in connection with the approval of the Purchase Agreement and the transactions contemplated thereby) unless approved by Sellers prior to such disclosure. Notwithstanding the immediately preceding sentencehereby as Acquiror may, in the event that the Holder is required by Law its sole discretion, decide to issue or court order make; further provided that, with respect to make any such disclosurepress releases or disclosures that are made during the Pre-Closing Period, the Holder may make such disclosure; provided that the Holder Acquiror shall notify Sellers prior to making such disclosure, shall use its commercially reasonable efforts to give Sellers an opportunity (as is reasonable under the circumstances) to comment on such disclosurenot, and shall cause each of Acquiror’s Representatives not to, directly or indirectly issue such press releases or make only such disclosure as it is legally obligated to disclose. Solely other public statements regarding this Agreement or the transactions contemplated, except that, notwithstanding anything to the extent required by applicable Law, the Holder hereby authorizes Parent , Sellers and the Company to publish and disclose contrary in any announcement, filing or disclosure required by the SEC the Holder’s identity and ownership of the Covered Stock and the nature of the Holder’s obligations under this Agreement. The Holder agrees as promptly as practicable to give to Parent, Sellers and the Company Acquiror may make public statements of any information that it may reasonably require for the preparation of any such announcement or disclosure documents and agrees to promptly notify Parent, Sellers and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if any, to the extent that any shall be or have become false or misleadingbelieves, in any material respectgood faith, is required by applicable Legal Requirements (including stock exchange rules). For the avoidance of doubt, Acquiror or its Affiliates may disclose the terms of the transactions contemplated hereby as may be required by applicable Legal Requirements, including their Securities Act and Exchange Act reports and filings.