Common use of Sharing of Information Clause in Contracts

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, each of the Partners and the Sponsor agrees and acknowledges that the directors designated by the Partners and the Sponsor, may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Partners and the Sponsor, as applicable. Each of the Partners and the Sponsor recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Partners and the Sponsor covenants and agrees that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners or the Sponsor, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreement.

Sharing of Information. To Each Party (the extent permitted by antitrust“Recipient Party”) agrees to maintain the confidentiality of, competition and not to use, the confidential or any other applicable Law, each of PubCo, each of the Partners and the Sponsor agrees and acknowledges that the directors designated by the Partners and the Sponsor, may share confidential, non-public proprietary information about PubCo and its subsidiaries disclosed pursuant to or in connection with this Agreement (“Confidential Information”) by or on behalf of the other Party (the “Disclosing Party”) for any purpose whatsoever except in connection with performance pursuant to this Agreement. The obligations undertaken pursuant to this Section do not apply to such part of the Partners and Confidential Information that is or has become published or otherwise generally available to the Sponsorpublic, other than as a consequence of the willful or negligent act or omission of the Recipient Party, or which, at the time of disclosure to the Recipient Party, was already in the lawful possession of the Recipient Party, as applicableevidenced by written records. Each The Recipient Party will impose corresponding obligations of the Partners confidentiality and the Sponsor recognizes that it, or non-use on its Affiliates and each of their respective employees, agents and representatives (collectively, “Representatives, has acquired or will acquire ”) involved in the performance of this Agreement prior to making the Confidential Information available to them. Any breach of confidentiality or non-use of Confidential Information by any Representative will be deemed a breach of confidentiality or non-use by the use or disclosure of which could cause PubCo substantial loss and damages that could Recipient Party. It will not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each a breach of the Partners and confidentiality obligations herein for the Sponsor covenants and agrees that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any timeRecipient Party to disclose Confidential Information, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) where such information becomes known to the public through no fault of such Party, (b) disclosure is required by law or applicable Law legal process, provided the Recipient Party agrees to (including any filing following a) immediately notify the Closing Date Disclosing Party in writing of the existence, terms and circumstances surrounding such a requirement, and (b) assist the Disclosing Party in seeking a protective order or other appropriate remedy satisfactory to the Disclosing Party (at the expense of the Disclosing Party). If such protective order or other remedy is not obtained (or the Disclosing Party waives compliance with the SEC pursuant provisions hereof), (i) the Recipient Party may disclose that portion of the Confidential Information it is legally required to applicable securities Lawsdisclose, (ii) the Recipient Party will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information to be disclosed, and (iii) the Recipient Party will give written notice to the Disclosing Party of the information to be so disclosed as far in advance of its disclosure as practicable. The parties agree that any violation of this Section by the Recipient Party or its Representatives may be enforced by the Disclosing Party by obtaining injunctive or specific relief from a court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case jurisdiction. Such relief is cumulative and not exclusive of any required filing following other remedies available to the Closing Date with the SEC Disclosing Party at law or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request equity, including, but not limited to, damages and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners or the Sponsor, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreementattorneys’ fees.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, each of the Partners CayCo and the Sponsor Holders agrees and acknowledges that the directors designated by the Partners and the Sponsor, Sponsor may share confidential, non-public information about PubCo CayCo and its subsidiaries Subsidiaries (“Confidential Information”) with the Partners and the Sponsor, as applicableSponsor Parties. Each of the Partners and the Sponsor Party recognizes that it, or its Affiliates affiliates and Representativesrepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo CayCo substantial loss and damages that could not be readily calculated and for which no remedy at Law law would be adequate. Accordingly, each of the Partners and the Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled Affiliates affiliates and Representatives representatives not to) at any time, except with the prior written consent of PubCoCayCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Partyparty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC Commission pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entitygovernmental or regulatory authority; providedprovided that, that (other than in the case of any required filing following the Closing Date with the SEC Commission, or in connection with any routine audit or examination as described below) such Sponsor Party (to the extent legally permissible) promptly notifies PubCo CayCo of such requirement or request request, and takes commercially reasonable steps, at the sole cost and expense of PubCoCayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Effective DateClosing, without restriction, from a source (other than PubCoCayCo) without any breach of duty to PubCo CayCo or (d) such information was independently developed by such Party Sponsor Party, its affiliates or its Representatives representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor Party from disclosing Confidential Information (x) to any Affiliateaffiliate or representative of such Sponsor Party, Representative, or any limited partner, member or shareholder of such Partyany of the foregoing, providedprovided that, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information Information, and such Sponsor Party shall be responsible for any breach of this Section 2.2 6.3 by any such Person Person, or (y) if such disclosure is made to a Governmental Entity governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at PubCo CayCo or the Confidential Information, provided that that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate affiliate of the Partners or the Sponsor, Sponsor Parties unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreement.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, each of the Partners Parties agree and the Sponsor agrees and acknowledges acknowledge that the directors designated by the Partners Sponsor and the Sponsor, Sellers may share confidential, non-public information about PubCo and its subsidiaries Subsidiaries (“Confidential Information”) with the Partners Sponsor and the SponsorSellers, as applicable. Each of the Partners Sponsor and the Sponsor Sellers recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Partners Sponsor and the Sponsor Sellers covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates and direct its Representatives who actually receive Confidential Information not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Lawslaws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners Sponsor or the Sponsor Sellers from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party or to such Party’s attorneys, accountants, consultants, advisors and other representatives if such Persons have a need to know such information in order to perform their duties and/or properly advise such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 2.7 by any such Person or (y) if such disclosure is made to a Governmental Entity governmental or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners Sponsor or the SponsorSellers, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners Sponsor or the Sponsor Sellers solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Investor Rights Agreement.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCothe Sponsor, each of the Partners Blocker Owner and the Sponsor CF OMS, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by Sponsor Director, the Partners Milestone Director and the SponsorFortress Director, as applicable, may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Partners Sponsor, the Blocker Owner and CF OMS, respectively. Further, each of the Sponsor, as applicable. Each of the Partners Blocker Owner and the Sponsor CF OMS recognizes that it, or its Affiliates Affiliates, Permitted Transferees and Representatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Partners Sponsor, the Blocker Owner and the Sponsor CF OMS, severally and not jointly, covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates Affiliates, Permitted Transferees and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, provided that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing Nothing in this Investor Rights Agreement shall prohibit any of the Partners Sponsor, the Blocker Owner or the Sponsor CF OMS from disclosing Confidential Information (x) to any Affiliate, Affiliate or Representative, limited partner, member member, equityholder, manager, investor or shareholder potential investor of such Party, provided, ; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 3.4 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosedPerson. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners Sponsor, the Blocker Owner or the SponsorCF OMS, unless such Confidential Information is actually provided to such Person. FurthermorePubCo and each other Party, receipt severally and not jointly, acknowledges and agrees with PubCo that each of Confidential Information the Sponsor, the Blocker Owner and CF OMS and their respective Affiliates may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Sponsor, the Blocker Owner, CF OMS or their respective Affiliates’ ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each other Party, severally and not jointly, agrees with PubCo that, to the extent permitted under applicable Law, each of the Sponsor, the Blocker Owner and CF OMS (other than any equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates shall not be imputed liable to PubCo, or any Affiliate other Party for any claim arising out of, or based upon, (i) the investment by such Party, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Party, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the Partners board of directors of such competitive company or the Sponsor solely by virtue of the fact otherwise, and whether or not such action has a detrimental effect on PubCo; provided that the party serves in a similar capacity for such Affiliate (a “Shared Representative”x) and has received no Confidential Information unless a Shared Representative is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) conveyseach of the Sponsor, shares or communicates, in any manner, the Blocker Owner and CF OMS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such Affiliate routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) participateseach Party (other than PubCo) that is, directly or indirectlyis an Affiliate of, on behalf a private equity, venture capital or other investment firm, and its respective Affiliates may provide information about the subject matter of such Affiliate this Agreement to prospective and existing investors in activities prohibited by this Agreementconnection with fund raising, marketing, informational, transactional or reporting activities.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, each of the Partners Equityholder and the Sponsor Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the Partners Sponsor and the Sponsor, IVP Representative may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Partners Sponsor (or the Founder Holders) and the SponsorIVP Equityholders. Further, as applicable. Each of the Partners each Equityholder and the Sponsor recognizes that it, or its Affiliates Affiliates, Permitted Transferees and Representatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Partners Equityholder and the Sponsor Sponsor, severally and not jointly, covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates Affiliates, Permitted Transferees and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, provided that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing Nothing in this Investor Rights Agreement shall prohibit any of the Partners IVP Equityholders or the Sponsor (or the Founder Holders) from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, ; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 3.3 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosedPerson. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners an Equityholder or the Sponsor, unless such Confidential Information is actually provided to such Person. FurthermorePubCo and each Equityholder and the Sponsor, receipt severally and not jointly, acknowledges and agrees with PubCo that each of Confidential Information the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be imputed liable to PubCo, the Sponsor or any Affiliate other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the Partners board of directors of such competitive company or the Sponsor solely by virtue of the fact otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that the party serves in a similar capacity for such Affiliate (a “Shared Representative”x) and has received no Confidential Information unless a Shared Representative is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) conveyseach of the IVP Equityholders and the Sponsor, shares or communicates, in any manner, CC Capital and NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such Affiliate routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) participatesthe Sponsor, directly CC Capital, NBOKS and each Equityholder that is a private equity, venture capital or indirectlyother investment firm and their respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, on behalf of such Affiliate in activities prohibited by this Agreementmarketing, informational, transactional or reporting activities.

Sharing of Information. Consistent with the purpose stipulated by the Parties in Title II, and to the extent allowed by law, policy, and regulation, USACE, the County, and BOEM agree to: (1) share all information needed for or generated from the Project, including the sharing of implementation and other applicable schedules and (2) provide such information to the requesting Party as expeditiously as possible. USACE and BOEM agree to work to ensure that all required completion report information is received. Any Party, contractor, or agent of one of the Parties requesting that information or reports provided pursuant to this MOA be treated as confidential will prominently mark the information and/or report as “Confidential” along with the basis for the claim of confidentiality. Any cover correspondence submitted with the information or report will likewise note the claim of confidentiality. To the extent permitted practicable, a Party to this MOA may only request information that has been marked as “Confidential” and is in the possession of another Party to this MOA if the information is needed by antitrust, competition the requesting Party to carry out its obligations under this MOA or any other applicable Law, each of PubCo, each if the information is necessary for the requesting Party to fulfill its obligations under the law. The Party in possession of the Partners and the Sponsor agrees and acknowledges that the directors designated by the Partners and the Sponsor, information requested may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) work with the Partners and requesting party to determine if the Sponsor, as applicable. Each information may be shared without waiving the confidential nature of the Partners and material. The Parties further agree that they will notify the Sponsor recognizes that itother Parties as soon as possible, or its Affiliates and Representativesin writing, has acquired or will acquire Confidential Information of any request by any person seeking the use release or disclosure of which could cause PubCo substantial loss and damages that could information marked “Confidential” in whole or in part, including, but not limited to, requests pursuant to court orders, discovery, subpoenas, or other compulsory process, or public access requests under applicable Federal or State law. Notification will be readily calculated and considered timely if it provides the Parties or individuals claiming the information or report is confidential a reasonable opportunity to seek a court order to prevent release or disclosure. Any disputes regarding requests for which no remedy at Law would be adequate. Accordingly, each information or the confidential nature of the Partners information requested will be resolved according to applicable law and through the Sponsor covenants and agrees that it dispute resolution process identified in Paragraph 16. If the Party or individual claiming the information or report is confidential fails to obtain a timely court order preventing the release or disclosure of the information, the Party in possession of the information will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to release it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is extent required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners or the Sponsor, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreementlaw.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, each of the Partners Company and the Sponsor Holders agrees and acknowledges that the directors designated by the Partners and the Sponsor, Sponsor may share confidential, non-public information about PubCo the Company and its subsidiaries Subsidiaries (“Confidential Information”) with the Partners and Sponsor Parties in order to enable the Sponsor, as applicableSponsor to monitor its investment in the Company. Each of the Partners and the Sponsor Party recognizes that it, or its Affiliates affiliates and Representativesrepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo the Company substantial loss and damages that could not be readily calculated and for which no remedy at Law law would be adequate. Accordingly, each of the Partners and the Sponsor Party covenants and agrees with the Company that it will not (and will cause its respective controlled Affiliates affiliates and Representatives representatives not to) at any time, except with the prior written consent of PubCothe Company, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Partydisclosure made or approved by the Company, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC Commission pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entitygovernmental or regulatory authority; provided, that (other than in the case of any required filing following the Closing Date with the SEC Commission or in connection with any routine audit or examination as described below) such Sponsor Party (to the extent legally permissible) promptly notifies PubCo the Company of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCothe Company, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Effective DateClosing, without restriction, from a source (other than PubCothe Company) without any breach of duty to PubCo the Company or (d) such information was independently developed by such Party Sponsor Party, its affiliates or its Representatives representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor Party from disclosing Confidential Information (x) to any Affiliateaffiliate or representative of such Sponsor Party, Representative, or any limited partner, member or shareholder of such Partyany of the foregoing, provided, that such Person person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Sponsor Party shall be responsible for any breach of this Section 2.2 5.5 by any such Person person or (y) if such disclosure is made to a Governmental Entity governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at PubCo the Company or the Confidential Information, provided provided, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Personperson, including any Affiliate affiliate of the Partners or the Sponsor, Sponsor Parties unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreement.

Sharing of Information. Consistent with the purpose stipulated by the parties in Title II, and to the extent allowed by law, policy and regulation, the USACE, the County, and BOEM agree to: (1) share all information needed for or generated from the Project, including the sharing of implementation and other applicable schedules; (2) provide such information to the requesting agency as expeditiously as possible; and (3) work to ensure that all required completion report information is received. The Parties to this MOA acknowledge that information and reports required by and/or exchanged pursuant to the project that is the subject of this MOA may include confidential business information, proprietary information, or other sensitive information that should be protected from disclosure. Any Party, contractor or agent of one of the Parties requesting information or reports provided pursuant to this MOA be treated as confidential, will prominently xxxx the information and report as “Confidential” along with the bases for the claim of confidentiality. Any covering correspondence submitted with the information or report will likewise note the claim of confidentiality being asserted. To the extent permitted practicable, a Party to this MOA may only request information that has been marked as “Confidential” and is in the possession of another Party to this MOA if the information is needed by antitrust, competition the requesting Party to carry out their obligations under this MOA or any other applicable Law, each of PubCo, each if the information is necessary for the requesting Party to fulfill their obligations under the law. The Party in possession of the Partners and the Sponsor agrees and acknowledges that the directors designated by the Partners and the Sponsor, information requested may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) work with the Partners and requesting party to determine if the Sponsor, as applicable. Each information can be shared without waiving the confidential nature of the Partners material. The Parties further agree that they will immediately and timely notify the Sponsor recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information other parties in writing of any request by any person seeking the use release or disclosure of which could cause PubCo substantial loss and damages that could information marked “Confidential” in whole or in part, including, but not limited to, requests pursuant to Court orders, discovery, subpoenas, or other compulsory process, or public access request under applicable Federal or State law. Notification will be readily calculated and considered timely if it provides the Parties or individuals claiming the information or report is confidential a reasonable opportunity to seek a Court order to prevent release or disclosure. Any disputes regarding requests for which no remedy at Law would be adequate. Accordingly, each information or the confidential nature of the Partners and information requested will be resolved jointly among the Sponsor covenants and agrees that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any PersonParties involved, including any Affiliate of through the Partners or the Sponsor, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves dispute resolution process identified in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this AgreementParagraph 16.

Sharing of Information. To the extent permitted by antitrust, securities, competition or any other applicable Law, each of PubCo, each of the Partners Xxxx and the Sponsor agrees and acknowledges that the directors designated by the Partners Xxxx and the Sponsor, Sponsor may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Partners and Xxxx or the Sponsor, as applicable; provided that such sharing of Confidential Information complies with such directors’ fiduciary duties and confidentiality arrangements subject to the satisfaction of PubCo and is in such directors’ capacity as directors of PubCo. Each of the Partners Xxxx and the Sponsor recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Partners Xxxx and the Sponsor covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Lawslaws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners Xxxx or the Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 ‎Section 2.3 by any such Person or (y) if such disclosure is made to a Governmental Entity governmental or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of a Lucid Insider, the Partners Sponsor or the SponsorXxxx, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreement.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, each of the Partners Equityholder and the Sponsor Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the Partners Sponsor and the Sponsor, IVP Representative may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Partners Sponsor (or the Founder Holders) and the SponsorIVP Equityholders. Further, as applicable. Each of the Partners each Equityholder and the Sponsor recognizes that it, or its Affiliates Affiliates, Permitted Transferees and Representatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Partners Equityholder and the Sponsor Sponsor, severally and not jointly, covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates Affiliates, Permitted Transferees and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a Governmental Entity; provided, provided that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party (to the extent legally permissible) promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing Nothing in this Investor Rights Agreement shall prohibit any of the Partners the IVP Equityholders or the Sponsor (or the Founder Holders) from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, ; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 3.3 by any such Person or (y) if such disclosure is made to a Governmental Entity or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosedPerson. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Partners an Equityholder or the Sponsor, unless such Confidential Information is actually provided to such Person. FurthermorePubCo and each Equityholder and the Sponsor, receipt severally and not jointly, acknowledges and agrees with PubCo that each of Confidential Information the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be imputed liable to PubCo, the Sponsor or any Affiliate other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the Partners board of directors of such competitive company or the Sponsor solely by virtue of the fact otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that the party serves in a similar capacity for such Affiliate (a “Shared Representative”x) and has received no Confidential Information unless a Shared Representative is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) conveyseach of the IVP Equityholders and the Sponsor, shares or communicates, in any manner, CC Capital and NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such Affiliate routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) participatesthe Sponsor, directly CC Capital, NBOKS and each Equityholder that is a private equity, venture capital or indirectlyother investment firm and their respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, on behalf of such Affiliate in activities prohibited by this Agreementmarketing, informational, transactional or reporting activities.