Common use of Publicity; Confidentiality Clause in Contracts

Publicity; Confidentiality. The Parties shall consult with each other prior to issuing any press release or any written public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or written public statement prior to such consultation, provided that Seller and Buyer shall be permitted to make any disclosure which Seller or Buyer is required to make pursuant to any rule or requirement of Law, the Securities and Exchange Commission or other Governmental Authority, or the New York Stock Exchange. Except as may be required by Law or as otherwise expressly contemplated herein, neither Buyer nor its Affiliates, employees, agents, or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any Confidential Information without the prior written consent of Seller; provided, however, that Buyer may disclose any such Confidential Information as follows: (a) to Buyer’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants which have agreed to be subject to the requirements of this Section 5.5 and (b) to comply with any applicable Law or Order, provided that prior to making any such disclosure Buyer notifies Seller of any action or proceeding of which it is aware which may result in disclosure and uses its commercially reasonable efforts to limit or prevent such disclosure.

Publicity; Confidentiality. The Parties shall consult with each other prior to issuing any press release or any written public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or written public statement without the prior to such consultationwritten consent of the other Party, provided that Seller and Buyer shall be permitted to make any disclosure which Seller or Buyer is required to make pursuant to any rule or requirement of Law, the Securities and Exchange Commission or other Governmental Authority, or the New York Stock Exchange. Except as may be required by Law or as otherwise expressly contemplated herein, neither Buyer nor its Affiliates, employees, agents, or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any Confidential Information without the prior written consent of Seller; provided, however, that Buyer may disclose any such Confidential Information as follows: (a) to Buyer’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants which have agreed to be subject to the requirements of this Section 5.5 and (b) to comply with any applicable Law or Order, provided that prior to making any such disclosure Buyer notifies Seller of any action or proceeding of which it is aware which may result in disclosure and uses its commercially reasonable efforts to limit or prevent such disclosure.

Publicity; Confidentiality. The Parties shall consult with each other prior to issuing any press release or any written public statement with respect to this Agreement or the transactions contemplated hereby hereby, and shall not issue any such press release or written public statement without the prior to such consultationwritten consent of the other Party, provided that Seller and Buyer which consent shall not be permitted to make any disclosure which Seller or Buyer is required to make pursuant to any rule or requirement of Law, the Securities and Exchange Commission or other Governmental Authority, or the New York Stock Exchangeunreasonably withheld. Except as may be required by Law or as otherwise expressly contemplated herein, neither the Buyer nor its Affiliates, employees, agents, or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any Confidential Information without the prior written consent of Sellerthe Sellers; provided, however, that the Buyer may disclose any such Confidential Information as follows: (a) to the Buyer’s Affiliates and its or its Affiliates’ employees, lenders, counsel, counsel or accountants which who have agreed to be subject to the requirements of this Section 5.5 and 5.5, (b) to comply with any applicable Law or Order, provided that prior to making any such disclosure the Buyer notifies Seller the Sellers of any action or proceeding of which it is aware which may result in disclosure and uses its commercially reasonable efforts to limit or prevent such disclosuredisclosure and (c) to comply with the Buyer’s requirements under the Securities Act and the Exchange Act.

Publicity; Confidentiality. The Parties shall consult with each other prior to issuing any press release or any written public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or written public statement prior to such consultation, provided that Seller and Buyer shall be permitted to make any disclosure which Seller or Buyer is required to make pursuant to any rule or requirement of Law, the Securities and Exchange Commission or other Governmental Authority, or the New York Stock Exchange. Except as may be required by Law or as otherwise expressly contemplated herein, neither Buyer Party nor any of its Affiliates, employees, agents, or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any Confidential Information without the prior written consent of Sellerthe other Party; provided, however, that Buyer a Party may disclose any such Confidential Information as follows: (a) to Buyersuch Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants which have agreed to be subject to the requirements of this Section 5.5 6.4 and (b) to comply with any applicable Law or Order, provided that prior to making any such disclosure Buyer such Party notifies Seller the other Party of any action or proceeding of which it is aware which may result in disclosure and uses its commercially reasonable efforts to limit or prevent such disclosure.

Publicity; Confidentiality. The Parties shall consult with each other prior to issuing any press release or any written public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or written public statement prior to such consultation, provided that Seller and Buyer shall be permitted to make any disclosure which Seller or Buyer is required to make pursuant to any rule or requirement of Law, the Securities and Exchange Commission or other Governmental Authority, or the New York Stock Exchange. Except as may be required by Law applicable Requirements of Law, no Party may issue a publicity release or as public announcement or otherwise expressly contemplated herein, neither Buyer nor its Affiliates, employees, agents, or representatives shall disclose to make any third party disclosure concerning this Agreement, the subject matter or terms hereof or any Confidential Information transactions contemplated by this Agreement, without prior approval by the prior written consent of Sellerother Parties; provided, however, that Buyer may disclose any such Confidential Information as follows: nothing in this Agreement will restrict the Stockholder from disclosing information (a) to Buyer’s Affiliates and its or its Affiliates’ employeesthat is already publicly available, lenders, counsel, or accountants which have agreed to be subject to the requirements of this Section 5.5 and (b) that was known to the Stockholder on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that the Stockholder must use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Stockholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Stockholder reasonably believes it appropriate in order to protect the Stockholder's investment in the Exchanged Shares or in order to comply with any applicable Law Requirement of Law, (e) to the Stockholder's or Orderthe Company's officers, provided that prior directors, shareholders, advisors, employees, members, partners, controlling persons, auditors or counsel or (f) to making any such disclosure Buyer notifies Seller of any action Persons from whom releases, consents or proceeding of which it approvals are required, or to whom notice is aware which may result in disclosure and uses its commercially reasonable efforts required to limit or prevent such disclosurebe provided, pursuant to the transactions contemplated by this Agreement.