Common use of Publicity; Confidentiality Clause in Contracts

Publicity; Confidentiality. (a) Except for announcements approved by Buyer and Seller or required by law, there shall be no public announcements relating to the execution of this Agreement or to the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each Party shall hold, and shall use its commercially reasonable efforts to cause its Affiliates, and their respective officers, directors, employees and agents to hold, in strict confidence from any Person, unless (i) compelled to disclose by judicial or administrative process or by other requirements of Law or (ii) disclosed in a Proceeding brought by a Party to this Agreement in pursuit of its rights or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with this Agreement, or the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party or (3) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to this Agreement to keep such documents and information confidential; provided, however, that following the Closing, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall hold, and shall use their commercially reasonable efforts to cause their Affiliates to hold, in strict confidence from any Person all information regarding the Companies and the Business that is not now in (and does not become part of, through no fault of Sellers or their Affiliates) the public domain.

Publicity; Confidentiality. (a) Except for announcements approved by Buyer 7.1. The parties hereto recognize that the contemplated transaction and Seller or required by lawall discussions related thereto are strictly confidential and shall not disclose to any third party the existence of negotiations between the parties, there shall be no public announcements the relationship of the parties under this Purchase Agreement, nor any confidential information received in connection therewith, nor release any information regarding matters relating to the execution of this Agreement transactions contemplated hereby, including, without limitation, any press release or statement in any communications media except (i) as may be required in order to comply with applicable law or regulations, provided the party required to make such disclosure will, to the sale and purchase extent possible, promptly inform the other parties so as to permit them to make known any objections that they may have to such disclosure, (ii) or as may be necessary to fulfill the conditions contemplated herein, or (iii) with the prior written consent of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release will be subject to the review and consent of Buyer and Sellerother parties, which consent will shall not be unreasonably withheldwithheld or delayed. (b) Each Party 7.2. Buyer, Sellers and the Company shall holdcoordinate with each other the disclosure of the transactions contemplated by this Agreement to employees, customers and shall use its commercially reasonable efforts suppliers to cause its Affiliatesthe extent both parties agree that such disclosure is advisable. 7.3. Notwithstanding Section 7.1, the parties may disclose the existence of this Purchase Agreement and their respective officers, directors, employees and agents to hold, in strict confidence from any Person, unless related information (i) compelled to disclose by judicial financial creditors of Sellers, including, without limitation, as represented through the "comite de licitacion," "comite de acreedores", "comite de control" and "junta de acreedores financieros," created or administrative process or by other requirements of Law or existing pursuant to the Agreement Proposals, (ii) disclosed in a Proceeding brought by a Party to this Agreement in pursuit secured creditors of its rights or in the exercise of its remedies herebyCompany such as QUALXXXX Xxxxxxxxxxxx, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with this Agreement, or the transactions contemplated hereby or thereby, except (xii) to the extent that such documents or information can be shown "sindico," and (iv) as legally required, including but not limited to have been (1) previously known by disclosure to the Party receiving such documents or information, (2) in judge overseeing the public domain (either prior to or after matter of the furnishing of such documents or information hereby) through no fault of such receiving Party or (3) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to this Agreement to keep such documents and information confidential; provided, however, that following the Closing, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall hold, and shall use their commercially reasonable efforts to cause their Affiliates to holdProposals, in strict confidence from any Person all information regarding each case as may be necessary or advisable to receive the Companies and the Business that is not now approvals set forth in (and does not become part of, through no fault of Sellers or their Affiliates) the public domainSection 2.2.2.

Publicity; Confidentiality. (a) Except for Any public announcements approved by Buyer or similar publicity with respect to this Agreement or the transactions contemplated herein will be made at such time and Seller or in such manner as the parties to this Agreement mutually shall agree in writing, provided that nothing herein shall prevent any party from making such public announcements as may be required by law, there in which case the party issuing such statement or communication shall be no public announcements relating advise the other parties prior to the execution of this Agreement or to the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheldsuch issuance. (b) Each Party shall The parties to this Agreement will hold, and shall use its commercially reasonable efforts to will cause its Affiliatestheir board members, and their respective officers, directorsemployees, employees representatives, agents and agents persons controlled by or controlling any of them to hold, in strict confidence confidence, and not disclose to any other person, and not use in any way except as expressly provided for herein, without the prior written consent of the other parties to this Agreement, all confidential information obtained from any Personthe other parties in connection with the transactions contemplated by this Agreement, unless except such information may be disclosed: (i) compelled to disclose governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by judicial or administrative process or by other requirements of Law or this Agreement; (ii) disclosed in a Proceeding brought if required by a Party to this Agreement in pursuit of its rights court order or in the exercise of its remedies hereby, all documents and information concerning the other Party decree or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with this Agreement, or the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been applicable law (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party or (3) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to this Agreement to keep such documents and information confidential; provided, however, that following the Closingreceiving party provides the disclosing party prompt notice of such order or decree or legal requirement and the disclosing party is provided the reasonable opportunity to take any legal action to prevent such disclosure); (iii) if it is publicly available through no act or failure to act of the receiving party; (iv) if it was already known to the receiving party on a non-confidential basis on the date of receipt; or (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the foregoing restrictions shall not apply failure of the transactions contemplated hereby to Buyer’s be consummated. (c) In the event of a termination of this Agreement, the parties agree that they along with their board members, employees, representative agents and persons controlled by or controlling any of its Affiliates’ use of documents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall holdthem shall, and shall use their commercially reasonable efforts to cause their Affiliates affiliates to, except with the prior written consent of the other parties to holdthis Agreement, keep secret and retain in strict confidence from confidence, and not use for the benefit of itself or themselves, nor disclose to any Person other persons, any and all confidential or proprietary information regarding relating to the Companies other parties and their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) to governmental or regulatory bodies if required by court order or decree or applicable law (provided, however, that the receiving party provides the disclosing party prompt notice of such order or decree or legal requirement and the Business that disclosing party is not now in provided the reasonable opportunity to take any legal action to prevent such disclosure) ; (and does not become part of, ii) if it is publicly available through no fault act or failure to act of Sellers the receiving party; (iii) if it was already known to the receiving party on a non-confidential basis on the date of receipt; or their Affiliates(iv) during the public domaincourse of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated.

Publicity; Confidentiality. (a) Except for 18.1. The parties shall cooperate on determining the manner in which any public announcements approved by Buyer and Seller or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, there in which case the party issuing such statement or communication shall be no public announcements relating use all reasonable commercial efforts to advise the execution other party prior to such issuance. 18.2. The Target Entity, Acquiring Entity, OFI Advisors and ICM (for purposes of this Agreement or to Section 18, the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release “Protected Persons”) will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each Party shall hold, and shall use its commercially reasonable efforts to will cause its Affiliatestheir board members, and their respective officers, directorsemployees, employees representatives, agents and agents affiliates to hold, in strict confidence confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, all confidential information obtained from any Personthe other Protected Persons in connection with the transactions contemplated by this Agreement, unless except such information may be disclosed: (i) compelled to disclose governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by judicial or administrative process or by other requirements of Law or this Agreement; (ii) disclosed in if required by court order or decree or applicable law; (iii) if it is publicly available through no act or failure to act of such party; (iv) it if was already known to such party on a Proceeding brought by a Party to this Agreement in pursuit non-confidential basis on the date of its rights receipt; (v) during the course of or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, or including, without limitation, the failure of the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party consummated; or (3vi) later acquired by if it is otherwise expressly provided for herein. 18.3. In the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to event of a termination of this Agreement to keep such documents and information confidential; provided, however, that following the ClosingAgreement, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents Protected Persons agree that they along with their employees, representative agents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall holdaffiliates shall, and shall use their commercially reasonable efforts to cause their Affiliates affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to holdany other persons, in strict confidence from any Person and all confidential or proprietary information regarding relating to the Companies other Protected Persons and the Business that their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is not now in (and does not become part of, publicly available through no fault act or failure to act of Sellers such party; (iii) if it was already known to such party on a non-confidential basis on the date of receipt; (iv) during the course of or their Affiliatesin connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) the public domain.if it is otherwise expressly provided for herein. [Signature pages follow]

Publicity; Confidentiality. (a) Except for 17.1. The parties shall cooperate on determining the manner in which any public announcements approved by Buyer and Seller or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, there in which case the party issuing such statement or communication shall be no public announcements relating use all reasonable commercial efforts to advise the execution other party prior to such issuance. 17.2. The Target Entity, the Acquiring Entity, JPMIM and LIAC (for purposes of this Agreement or to Section 17, the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release “Protected Persons”) will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each Party shall hold, and shall use its commercially reasonable efforts to will cause its Affiliatestheir board members, and their respective officers, directorsemployees, employees representatives, agents and agents affiliates to hold, in strict confidence confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, any non-public information obtained from any Personthe other Protected Persons in connection with the transactions contemplated by this Agreement, unless except such information may be disclosed: (i) compelled to disclose governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by judicial or administrative process or by other requirements of Law or this Agreement; (ii) disclosed in if required by court order or decree or applicable law; (iii) if it becomes publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a Proceeding brought by a Party to this Agreement in pursuit non-confidential basis on the date of its rights receipt; (v) during the course of or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, or including, without limitation, the failure of the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party consummated; or (3vi) later acquired by if it is otherwise expressly provided for herein. 17.3. In the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to event of a termination of this Agreement to keep such documents and information confidential; provided, however, that following the ClosingAgreement, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents Protected Persons agree that they along with their employees, representative agents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall holdaffiliates shall, and shall use their commercially reasonable efforts to cause their Affiliates affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to holdany other persons, in strict confidence from any Person and all confidential or proprietary information regarding relating to the Companies other Protected Persons and the Business that their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is not now in (and does not become part of, publicly available through no fault act or failure to act of Sellers such party; (iii) if it was already known to such party on a non-confidential basis on the date of receipt; (iv) during the course of or their Affiliatesin connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) the public domain.if it is otherwise expressly provided for herein. [Signature pages follow]

Publicity; Confidentiality. (a) Except for announcements approved by Buyer The Company, each Subsidiary and each Seller will not, and will cause their respective Representatives and the Company Securityholders not to, issue any press releases or required by law, there shall be no make any public announcements relating announcement with respect to the execution of this Agreement or to any Ancillary Agreement or the sale Transactions without the prior written consent of Parent, except as required under applicable Legal Requirements, provided however that the Company and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to Sellers may issue a press release immediately after Closing, then or otherwise notate on Seller’s webpage and/or social media that will include solely information publicly released by the text Parent and/or Purchaser in connection with this Agreement or the Transactions without the approval of that press release will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheldParent. (b) Each Party shall holdThe Company, each Subsidiary and each Seller and prior to Closing, the Purchaser and Parent, will, and will cause their respective Representatives and the Company Securityholders to, keep this Agreement and the transactions contemplated by this Agreement strictly confidential, and the Company and each Subsidiary will not, and will cause their respective Representatives and the Company Securityholders not to, make any disclosure of or relating to this Agreement or any Ancillary Agreement, or the terms and conditions contained in this Agreement or therein, to any Person (other than their legal, accounting and financial advisors) without the prior written consent of Parent, except as may be required under applicable Legal Requirements; provided that the Company and each Subsidiary may disclose this Agreement and applicable Ancillary Agreements to Company Securityholders who are subject to confidentiality restrictions for the benefit of Parent that are comparable to those set forth in this Section ‎6.10 for the purpose of obtaining such Company Securityholders’ consent to the Transactions (including for the purpose of any such Company Securityholders becoming a party to any applicable Ancillary Agreement contemplated by this Agreement). Notwithstanding anything in this Section ‎6.10 to the contrary, no Seller or holder of a Company Warrant which is a corporation, limited liability company, private equity or venture capital fund shall be precluded from disclosing to (i) its members, partners, limited partners, or affiliates’ employees or consultants involved in the investment decisions, monitoring and/or reporting of such Seller or holder of a Company Warrant (who are subject to a duty of confidentiality) (A) such terms of this Agreement that such fund is reasonably required to disclose to its members, partners, limited partners, or affiliates’ employees or consultants involved in the investment decisions, monitoring and/or reporting of such Seller or holder of a Company Warrant, as applicable, under its partnership agreement, limited liability company agreement or comparable organizational agreement, (B) that such fund entered into an agreement with Parent and Purchaser to sell its interest in the Company, and (C) the rate of return on such fund’s investment in the Company, and (ii) prospective investors (who are subject to a duty of confidentiality) (A) that such fund entered into an agreement with Parent and Purchaser to sell its interest in the Company and (B) the rate of return on such fund’s investment in the Company. (c) Each Seller further acknowledges that the success of the Company after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by such Seller, that the preservation of the confidentiality of such information by such Seller is an essential premise of the bargain between the Seller and Purchaser, and that Purchaser would be unwilling to enter into this Agreement in the absence of this Section ‎6.10(c). Accordingly, each Seller hereby agrees with Purchaser that such Seller and its Representatives will not, and that such Seller will use its commercially reasonable efforts to cause its AffiliatesAffiliates not to, and their respective officersat any time, directorsdirectly or indirectly, employees and agents without the prior written consent of Purchaser, disclose or use, any confidential or proprietary information involving or relating to hold, in strict confidence from any Person, unless (i) compelled to disclose by judicial or administrative process or by other requirements of Law or (ii) disclosed in a Proceeding brought by a Party to this Agreement in pursuit of its rights or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with this Agreement, Business or the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party or (3) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to this Agreement to keep such documents and information confidentialCompany; provided, however, that following the Closinginformation subject to the foregoing provisions of this sentence will not include any information which (a) is generally available to, or known by, the foregoing restrictions shall not apply public (other than as a result of disclosure in violation hereof or in violation of any other confidentiality undertaking toward the Company to Buyer’s which such discloser is subject); (b) such party independently knows at the time of receiving such information, as evidenced by its written records; (c) a third party hereafter furnishes to such party without breaching any obligation of confidentiality and without restriction on disclosure; (d) such party has independently developed without use of or reference to confidential information or breaching this Agreement, as evidenced by dated written records; (e) is required to be disclosed under applicable Legal Requirements or judicial process, but only to the extent it must be disclosed but provided that prior to such disclosure such party provides all reasonable prior notice to the Company and Purchaser to allow it to seek protective or other court orders and if no protective order is sought or obtained, such party may disclose only that portion of confidential information that its legal counsel deems required. Each Seller agrees that it will be responsible for any breach or violation of the provisions of this Section ‎6.10(c) by any of its Affiliates’ use of documents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall hold, and shall use their commercially reasonable efforts to cause their Affiliates to hold, in strict confidence from any Person all information regarding the Companies and the Business that is not now in (and does not become part of, through no fault of Sellers or their Affiliates) the public domainrespective Representatives.

Publicity; Confidentiality. For a period of two (a2) Except for announcements approved years from the termination date of this Agreement, each Party shall maintain the confidentiality of all information or data of any nature ("Information") provided to it by Buyer the other Party hereto, provided such Information contains a conspicuous marking identifying it as "Confidential" or "Proprietary" or is inherently of a confidential nature (i.e., customer or cost data). For purposes of this Article, this Agreement and Seller or required by law, there all of its Annexes shall be considered "Confidential". Each Party shall use the same efforts (but in no public announcements relating case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Information. The above requirements shall not apply to Information that is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the execution disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each receiving Party shall hold, and shall use its commercially reasonable efforts to notify the disclosing Party of this required disclosure. Each Party acknowledges that its breach or threatened breach of this Section may cause its Affiliatesthe Disclosing Party irreparable harm, and their respective officers, directors, employees and agents to holdwhich would not be adequately compensated by monetary damages. Accordingly, in strict confidence from the event of any Personsuch breach or threatened breach, unless (i) compelled the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available remedy in addition to disclose by judicial or administrative process or by other requirements any legal remedies to which the Disclosing Party may be entitled. At the request of Law or (ii) disclosed in a Proceeding brought by a the Disclosing Party to upon termination of this Agreement or at any time or from time to time thereafter, the Receiving Party shall, as promptly as practicable and in pursuit all cases within five (5) days of its rights such request, deliver to Disclosing Party all proprietary information of Disclosing Party then in Receiving Party's possession or under Receiving Party's control or, in the exercise lieu thereof, Receiving Party may destroy all of its remedies hereby, all documents Receiving Party's copies of such proprietary information and information concerning the other certify to Disclosing Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with this Agreement, or the transactions contemplated hereby or thereby, except to the extent writing that such documents or information can be shown to have destruction has been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party or (3) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to this Agreement to keep such documents and information confidential; provided, however, that following the Closing, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall hold, and shall use their commercially reasonable efforts to cause their Affiliates to hold, in strict confidence from any Person all information regarding the Companies and the Business that is not now in (and does not become part of, through no fault of Sellers or their Affiliates) the public domainaccomplished.

Publicity; Confidentiality. (a) Except for 17.1. The parties shall cooperate on determining the manner in which any public announcements approved by Buyer and Seller or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, there in which case the party issuing such statement or communication shall be no public announcements relating use all reasonable commercial efforts to advise the execution other party prior to such issuance. 17.2. The Target Entity, the Acquiring Entity, JPMIM and LIAC (for purposes of this Agreement or to Section 17, the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release “Protected Persons”) will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each Party shall hold, and shall use its commercially reasonable efforts to will cause its Affiliatestheir board members, and their respective officers, directorsemployees, employees representatives, agents and agents affiliates to hold, in strict confidence confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, any non-public information obtained from any Personthe other Protected Persons in connection with the transactions contemplated by this Agreement, unless except such information may be disclosed: (i) compelled to disclose governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by judicial or administrative process or by other requirements of Law or this Agreement; (ii) disclosed in if required by court order or decree or applicable law; (iii) if it becomes publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a Proceeding brought by a Party to this Agreement in pursuit non-confidential basis on the date of its rights receipt; (v) during the course of or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, or including, without limitation, the failure of the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party consummated; or (3vi) later acquired by if it is otherwise expressly provided for herein. 17.3. In the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to event of a termination of this Agreement to keep such documents and information confidential; provided, however, that following the ClosingAgreement, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents Protected Persons agree that they along with their employees, representative agents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall holdaffiliates shall, and shall use their commercially reasonable efforts to cause their Affiliates affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to holdany other persons, in strict confidence from any Person and all confidential or proprietary information regarding relating to the Companies other Protected Persons and the Business that their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is not now in (and does not become part of, publicly available through no fault act or failure to act of Sellers such party; (iii) if it was already known to such party on a non-confidential basis on the date of receipt; (iv) during the course of or their Affiliatesin connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) the public domainif it is otherwise expressly provided for herein.

Publicity; Confidentiality. (a) Except for 18.1. The parties shall cooperate on determining the manner in which any public announcements approved by Buyer and Seller or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, there in which case the party issuing such statement or communication shall be no public announcements relating use all reasonable commercial efforts to advise the execution other party prior to such issuance. 18.2. The Target Fund, Acquiring Entity, OFI Global and IAI (for purposes of this Agreement or to Section 18, the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release “Protected Persons”) will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each Party shall hold, and shall use its commercially reasonable efforts to will cause its Affiliatestheir board members, and their respective officers, directorsemployees, employees representatives, agents and agents affiliates to hold, in strict confidence confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated and the conduct of the business of the Acquiring Funds in the ordinary course following the consummation of such transactions, without the prior written consent of the other Protected Persons, all confidential information obtained from any Personthe other Protected Persons in connection with the transactions contemplated by this Agreement, unless except such information may be disclosed: (i) compelled to disclose governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by judicial or administrative process or by other requirements of Law or this Agreement; (ii) disclosed in if required by court order or decree or applicable law; (iii) if it is publicly available through no act or failure to act of such party; (iv) it if was already known to such party on a Proceeding brought by a Party to this Agreement in pursuit non-confidential basis on the date of its rights receipt; (v) during the course of or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, or including, without limitation, the failure of the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party consummated; or (3vi) later acquired by if it is otherwise expressly provided for herein. 18.3. In the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to event of a termination of this Agreement to keep such documents and information confidential; provided, however, that following the ClosingAgreement, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents Protected Persons agree that they along with their employees, representative agents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall holdaffiliates shall, and shall use their commercially reasonable efforts to cause their Affiliates affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to holdany other persons, in strict confidence from any Person and all confidential or proprietary information regarding relating to the Companies other Protected Persons and the Business that their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is not now in (and does not become part of, publicly available through no fault act or failure to act of Sellers such party; (iii) if it was already known to such party on a non-confidential basis on the date of receipt; (iv) during the course of or their Affiliatesin connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) the public domainif it is otherwise expressly provided for herein.

Publicity; Confidentiality. (a) Except for 16.1. The parties shall cooperate on determining the manner in which any public announcements approved by Buyer and Seller or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, there in which case the party issuing such statement or communication shall be no public announcements relating use all reasonable commercial efforts to advise the execution other party prior to such issuance. 16.2. The Target Entity, Acquiring Entity, Easterly and Principal Street (for purposes of this Agreement or to Section 16, the sale and purchase of the Equity Interests (including the Purchase Price). If Buyer and Seller agree to issue a press release immediately after Closing, then the text of that press release “Protected Persons”) will be subject to the review and consent of Buyer and Seller, which consent will not be unreasonably withheld. (b) Each Party shall hold, and shall use its commercially reasonable efforts to will cause its Affiliatestheir board members, and their respective officers, directorsemployees, employees representatives, agents and agents affiliates to hold, in strict confidence confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated and the conduct of the business of the Acquiring Fund in the ordinary course following the consummation of such transactions, without the prior written consent of the other Protected Persons, all confidential information obtained from any Personthe other Protected Persons in connection with the transactions contemplated by this Agreement, unless except such information may be disclosed: (i) compelled to disclose governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by judicial or administrative process or by other requirements of Law or this Agreement; (ii) disclosed in if required by court order or decree or applicable law; (iii) if it is publicly available through no act or failure to act of such party; (iv) it if was already known to such party on a Proceeding brought by a Party to this Agreement in pursuit non-confidential basis on the date of its rights receipt; (v) during the course of or in the exercise of its remedies hereby, all documents and information concerning the other Party or any of its Affiliates furnished to it by any other Party or such other Party’s officers, directors and agents in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, or including, without limitation, the failure of the transactions contemplated hereby or thereby, except to the extent that such documents or information can be shown to have been (1) previously known by the Party receiving such documents or information, (2) in the public domain (either prior to or after the furnishing of such documents or information hereby) through no fault of such receiving Party consummated; or (3vi) later acquired by if it is otherwise expressly provided for herein. 16.3. In the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to event of a termination of this Agreement to keep such documents and information confidential; provided, however, that following the ClosingAgreement, the foregoing restrictions shall not apply to Buyer’s or any of its Affiliates’ use of documents Protected Persons agree that they along with their employees, representative agents and information concerning the Companies or the Business furnished by or on behalf of Seller. After the Closing, Seller shall holdaffiliates shall, and shall use their commercially reasonable efforts to cause their Affiliates affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to holdany other persons, in strict confidence from any Person and all confidential or proprietary information regarding relating to the Companies other Protected Persons and the Business that their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is not now in (and does not become part of, publicly available through no fault act or failure to act of Sellers such party; (iii) if it was already known to such party on a non-confidential basis on the date of receipt; (iv) during the course of or their Affiliatesin connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) the public domainif it is otherwise expressly provided for herein.