Common use of Stockholders Clause in Contracts

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCI's respective businesses ("Confidential Information"). The Stockholders agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI and provide TCI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, COMPANY and/or TCIURSI, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' COMPANY's and/or TCIURSI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIURSI, (b) following the ClosingClosing Date, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation URSI, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless further, that confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, provided that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI URSI and provide TCI URSI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI URSI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI URSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIMETALS, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIMETALS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIMETALS, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI METALS or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI METALS and provide TCI METALS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI METALS shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI METALS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICSI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCICSI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICSI, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI CSI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CSI and provide TCI CSI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI CSI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIHOLDING, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHOLDING's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose any such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHOLDING, (b) following the Pre-Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI HOLDING or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of any of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, STOCKHOLDERS shall give prior written notice thereof to TCI HOLDING and provide TCI HOLDING with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.114, TCI HOLDING shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HOLDING from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIPentacon, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIPentacon's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIPentacon, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Pentacon or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI Pentacon and provide TCI Pentacon with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI Pentacon shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Pentacon from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIVPI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not use, except in connection with the transactions contemplated hereby, or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of TCIVPI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI VPI or the Surviving Corporation and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the noncommercial property management, rental or sales industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI VPI and provide TCI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI VPI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize Each STOCKHOLDER recognizes and acknowledge acknowledges that they he had in the past, currently havehas, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIPARENT, such as operational policies, and pricing and cost policies policies, and insurance costs that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIPARENT's respective businesses ("Confidential Information")businesses. The Stockholders agree Each STOCKHOLDER agrees that they he will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIPARENT, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders a STOCKHOLDER as is required in the course of performing their his duties for TCI PARENT or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholdersa STOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, a STOCKHOLDER shall give prior written notice thereof to TCI PARENT and provide TCI PARENT with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the any of the Stockholders STOCKHOLDER of the provisions of this Section 14.1Section, TCI PARENT shall be entitled to an injunction restraining such Stockholders STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI PARENT from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICTS, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCICTS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICTS or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI CTS or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholdersany such STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CTS and provide TCI CTS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, any Acquired Party, the Other Founding Companies, and/or TCIMARINEMAX, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, any Acquired Party, the Other Founding Companies' and/or TCIMARINEMAX's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS each agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIMARINEMAX, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI MARINEMAX or the Surviving Corporation Corporation, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI MARINEMAX and provide TCI MARINEMAX with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI MARINEMAX shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI MARINEMAX from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCILandCARE, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCILandCARE's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCILandCARE, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI LandCARE or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI LandCARE and provide TCI LandCARE with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI LandCARE shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI LandCARE from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information confidential information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information confidential information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIHome, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIHome's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHome, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Home or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault -49- of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI Home and provide TCI Home with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI Home shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Home from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information confidential information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information confidential information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIHome, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIHome's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHome, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Home or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI Home and provide TCI Home with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI Home shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Home from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information confidential information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information confidential information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIIES, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIIES's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIIES, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI IES or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI IES and provide TCI IES with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI IES shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI IES from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIAmPaM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIAmPaM's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAmPaM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI AmPaM or the Surviving Corporation Company and (c) to its counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless however that (i) the foregoing disclosure prohibition shall not apply in the event that (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI AmPaM and provide TCI AmPaM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI AmPaM shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI AmPaM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated 48 57 by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIClarant, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIClarant's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any personPerson, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIClarant or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Clarant or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the any such Stockholders, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, shall give prior written notice thereof to TCI Clarant and provide TCI Clarant with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Article 14, TCI Clarant shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Clarant from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Company and the Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIQSI, such as operational policies, trade secrets and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIFCI's respective businesses ("Confidential Information")businesses. The Company and the Stockholders agree that they will shall not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIQSI, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI QSI or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the construction industry through no fault of the Company and the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Company and the Stockholders shall, if possible, give two days' prior written notice thereof to TCI QSI and provide TCI QSI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the Company or any of the Stockholders of the provisions of this Section 14.1Section, TCI QSI shall be entitled to an injunction restraining the Company and such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI QSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Company and the Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIVESTCOM, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company'sCOMPANY'S, the Other Founding Companies' and/or TCI's VESTCOM'S respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIVESTCOM, (b) following the ClosingConsummation Date, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI or the Surviving Corporation VESTCOM, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless further, that confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI VESTCOM and provide TCI VESTCOM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the STOCKHOLDERS provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI VESTCOM shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential -80- 88 information. Nothing herein shall be construed as prohibiting TCI VESTCOM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, Company and/or TCIAcquiror, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the each Company's, the Other Founding Companies' 's and/or TCIAcquiror's respective businesses (collectively, the "Confidential Information"). The Stockholders Stockholders, severally and not jointly, agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAcquiror who need to know such Confidential Information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such Confidential Information and who have agreed to keep such Confidential Information confidential as provided hereby, (b) following the Closing, such Confidential Information may be disclosed by Stockholders who are employees of Acquiror if and to the Stockholders as is extent required in the course of performing their duties for TCI or the Surviving Corporation Acquiror and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.115.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, any such Stockholders or (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI Acquiror and provide TCI Acquiror with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.115, TCI Acquiror shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential informationConfidential Information. Nothing herein shall be construed as prohibiting TCI Acquiror from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyAcquiror.

Stockholders. The Stockholders and each of the Other Stockholders by their execution of the Limited Joinder hereto recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIPentacon, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIPentacon's respective businesses ("Confidential Information")businesses. The Stockholders and Other Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIPentacon, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Pentacon or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersStockholders or Other Stockholders (as the case may be), (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI Pentacon and provide TCI Pentacon with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders or Other Stockholders of the provisions of this Section 14.1Section, TCI Pentacon shall be entitled to an injunction restraining such Stockholders or Other Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Pentacon from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Stockholders or Other Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICEI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCICEI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICEI, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI CEI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholdersany such STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, STOCKHOLDERS shall give prior written notice thereof to TCI CEI and provide TCI CEI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.114, TCI CEI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI CEI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANIES, the Other Founding Companies, and/or TCIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company'sCOMPANIES', the Other Founding Companies' and/or TCIVPI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not use, except in connection with the transactions contemplated hereby, or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of TCIVPI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI VPI or the Surviving Corporation and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the noncommercial property management, rental or sales industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI VPI and provide TCI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI VPI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIAmPaM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIAmPaM's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAmPaM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI AmPaM or the Surviving Corporation Company and (c) to its counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless however that (i) the foregoing disclosure prohibition shall not apply in the event that (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI AmPaM and provide TCI AmPaM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI AmPaM shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI AmPaM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated 57 by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they ------------ had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIHDS, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHDS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHDS, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation HDS, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to -------- the confidentiality provisions of this Section 14.1; provided, unless further, that -------- ------- confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, provided that prior to disclosing any Confidential Information information -------- pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI HDS and provide TCI HDS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyCOMPANY, the Other Companies and/or HDS. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI HDS shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HDS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIRV Centers, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIRV Centers's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIRV Centers, provided that such representatives agree to the confidentiality provisions of this Section 13.1, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI RV Centers or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI RV Centers and provide TCI RV Centers with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI RV Centers shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI RV Centers from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by in this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIHOLDING, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHOLDING's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose any such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHOLDING, (b) following the Pre-Closing, such Confidential Information 57 information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI HOLDING or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of any of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, STOCKHOLDERS shall give prior written notice thereof to TCI HOLDING and provide TCI HOLDING with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.114, TCI HOLDING shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HOLDING from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANIES, the Other Founding Companies, and/or TCIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company'sCOMPANIES', the Other Founding Companies' and/or TCIVPI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not use, except in connection with the transactions contemplated hereby, or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of TCIVPI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI VPI or the Surviving Corporation and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the noncommercial property management, rental or sales industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI VPI and provide TCI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI VPI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Companyeach COMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had have in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, POWERCREW and/or TCICONDOR, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' POWERCREW's and/or TCICONDOR's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICONDOR who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their his duties for TCI CONDOR or the Surviving Corporation POWERCREW, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.110.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CONDOR and provide TCI CONDOR with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders none of the STOCKHOLDERS shall have none any of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyPOWERCREW.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIVPI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not use, except in connection with the transactions contemplated hereby, or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of TCIVPI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI VPI or the Surviving Corporation NEWCO and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the residential property management, rental or sales industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI VPI and provide TCI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI VPI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICTS, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company'sCOMPANY'S, the Other Founding Companies' and/or TCICTS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICTS or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI CTS or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholdersany such STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CTS and provide TCI CTS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIClarant, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIClarant's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any personPerson, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIClarant or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Clarant or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the any such Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, shall give prior written notice thereof to TCI Clarant and provide TCI Clarant with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Article 14, TCI Clarant shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Clarant from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIVPI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not use, except in connection with the transactions contemplated hereby, or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of TCIVPI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI VPI or the Surviving Corporation COMPANY and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the noncommercial property management, rental or sales industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI VPI and provide TCI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI VPI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the CompanyCOMPANY. Each Stockholder further agrees that Nothing herein shall restrict the STOCKHOLDERS from using confidential information of the COMPANY described in this Section 14.1 in the event businesses in which they are entitled to engage in competition with the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company COMPANY pursuant to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanySection 13.1(b).

Stockholders. The Stockholders recognize (i) At the Closing, Purchaser shall pay to each Stockholder who has surrendered to Purchaser at least two (2) business days prior to the Closing Date the certificates representing such Stockholder’s shares of Capital Stock (the “Certificates”), together with a duly executed letter of transmittal in substantially the form set forth on Exhibit C (the “Letter of Transmittal”), by wire transfer, such Stockholder’s portion of the Closing Consideration in accordance with the Payment Schedule and acknowledge that they had this Agreement and subject to required Tax withholdings. (ii) If payment is to be made to a Person other than the Person in whose name the past, currently have, and in surrendered Certificate is registered on the future may possibly have, access to certain confidential information stock transfer books of the Company, it shall be a condition of payment that the Other Founding CompaniesCertificate so surrendered shall be endorsed in blank or to Purchaser or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of such payment to a Person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of Purchaser that such Taxes either have been paid or are not applicable. (iii) Until properly surrendered or canceled, and/or TCIeach Certificate shall be deemed for all purposes to evidence only the right to receive the portion of the Closing Consideration payable in exchange for shares of Capital Stock held by such Stockholder in accordance with the Payment Schedule and this Agreement. No Stockholder shall be entitled to receive any portion of the Closing Consideration to which such Stockholder would otherwise be entitled until such Stockholder’s respective Certificates (or affidavits of loss with respect thereto) are properly delivered and surrendered in accordance with this Agreement. (iv) In the event any Certificates shall have been lost, such as operational policiesstolen or destroyed, and pricing and cost policies upon the making of an affidavit of that are valuablefact by the holder thereof in a form reasonably acceptable to Purchaser and, special and unique assets of the Company'sif required by Purchaser, the Other Founding Companies' and/or TCI's respective businesses ("Confidential Information"). The Stockholders agree posting by such holder of a bond, in such reasonable amount as Purchaser may direct, as indemnity against any claim that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI made against Purchaser or the Surviving Corporation with respect to such Certificates, Purchaser shall pay as soon as practicable (and in any event within five (c5) business days) after receipt of the foregoing affidavit, together with a duly executed Letter of Transmittal and, if applicable, the posting of such bond, the amount payable with respect to counsel and other adviserssuch Certificates as set forth on the Payment Schedule. (v) After the Closing, provided that with respect to any Stockholder who did not surrender such advisers Stockholder’s Certificates to Purchaser at least two (other than counsel2) agree business days prior to the confidentiality provisions of this Closing Date in accordance with Section 14.11.10(a)(i), unless (iall payments to which such Stockholder who did not receive payment pursuant to Section 1.10(a)(i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information entitled pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI and provide TCI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI Article 1 shall be entitled to an injunction restraining retained by Purchaser, and such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein payments shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated made by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining Purchaser to such Other Founding Company Stockholder within two (2) business days after such Stockholder has surrendered such Stockholder’s Certificates, together with a duly executed Letter of Transmittal, to such Other Founding CompanyPurchaser in accordance with Section 1.10(a)(i).

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICSI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCICSI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICSI, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI CSI or the Surviving Corporation COMPANY and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CSI and provide TCI CSI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI CSI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIVESTCOM, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIVESTCOM's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIVESTCOM, (b) following the ClosingConsummation Date, such Confidential Information information may be -90- 98 disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI or the Surviving Corporation VESTCOM, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless further, that confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color control of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI VESTCOM and provide TCI VESTCOM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the STOCKHOLDERS provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI VESTCOM shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VESTCOM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders NAMED STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, COMPANY and/or TCIITP, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' COMPANY's and/or TCIITP's respective businesses (collectively, the "Confidential Information"). The Stockholders NAMED STOCKHOLDERS, severally and not jointly, agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIITP who need to know such Confidential Information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such Confidential Information and who have agreed to keep such Confidential Information confidential as provided hereby, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders NAMED STOCKHOLDERS as is required in the course of performing their duties for TCI ITP or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholdersany such NAMED STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders NAMED STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI ITP and provide TCI ITP with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders NAMED STOCKHOLDERS of the provisions of this Section 14.113, TCI ITP shall be entitled to an injunction restraining such Stockholders NAMED STOCKHOLDERS from disclosing, in whole or in part, such confidential informationConfidential Information. Nothing herein shall be construed as prohibiting TCI ITP from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the NAMED STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, Company and/or TCIParent and Old ACG, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' Company and/or TCI's respective businesses ("Confidential Information")Parent and Old ACG. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity Person for any purpose or reason whatsoever, except (ai) to authorized representatives of TCI, Parent; (bii) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Parent or the Surviving Corporation Company; and (ciii) to counsel and other advisers, ; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.115.1, unless (ix) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (iiy) disclosure is required by law or the order of any governmental authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (iiy), the Stockholders shallStockholders, if possible, shall give immediate prior written notice thereof to TCI Parent and provide TCI Parent with the opportunity to contest such disclosure, or (iiiz) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders Stockholder of the provisions of this Section 14.115.1, TCI Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of (1) the above-mentioned abovementioned restrictions on their each Stockholder's ability to disseminate Confidential Information confidential information with respect to the Company. Each Company shall be of no force and effect and (2) each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (iincluding his representatives, advisors and legal counsel) neither the Company nor any Stockholder can thereafter use any Confidential Information shall within ten business days of the Other Founding Companies for Parent's request, deliver all copies of the confidential information of Parent in his possession in any purpose and form whatsoever (ii) upon written request of including, but not limited to, any Other Founding Company to the Companyreports, the Company and Stockholders will return all Confidential Information pertaining to memoranda, or other material prepared by such Other Founding Company to such Other Founding CompanyStockholder or his representatives, advisors or legal counsel).

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, Company and/or TCICLC, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCICLC's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICLC, (b) following the ClosingClosing Date, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation CLC, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless further, that confidential information shall not include (i) such Confidential Information information which 128 becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color control of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI CLC and provide TCI CLC with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the Stockholders provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1section, TCI CLC shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI CLC from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that ------------ they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIHDS, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHDS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHDS, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation HDS, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to -------- the confidentiality provisions of this Section 14.1; provided, unless further, that -------- ------- confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, provided that prior to disclosing any Confidential Information information -------- pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI HDS and provide TCI HDS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyCOMPANY, the Other Companies and/or HDS. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI HDS shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HDS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, ATOW and/or TCIATOWSUB, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' ATOW's and/or TCIATOWSUB's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIATOWSUB, (b) following the ClosingClosing Date, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation ATOWSUB, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.112.1; provided, unless further, that confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of lawauthority, provided, provided that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI ATOWSUB and provide TCI ATOWSUB with the opportunity to contest such disclosure, or (iii) the disclosing party Party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyParty. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1section, TCI ATOW and ATOWSUB shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI ATOW and ATOWSUB from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize Each STOCKHOLDER recognizes and acknowledge acknowledges that they he had in the past, currently havehas, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICSI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCICSI's respective businesses ("Confidential Information")businesses. The Stockholders agree Each STOCKHOLDER agrees that they he will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICSI, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDER as is required in the course of performing their his duties for TCI CSI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDER shall, if possible, give prior written notice thereof to TCI CSI and provide TCI CSI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the any of the Stockholders STOCKHOLDER of the provisions of this Section 14.1Section, TCI CSI shall be entitled to an injunction restraining such Stockholders STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had have in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, LINC and/or TCICONDOR, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' LINC's and/or TCICONDOR's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICONDOR who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their his duties for TCI CONDOR or the Surviving Corporation LINC and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.111.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CONDOR and provide TCI CONDOR with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders none of the STOCKHOLDERS shall have none any of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyLINC.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, Company and/or TCIParent and Old ACG, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' Company and/or TCI's respective businesses ("Confidential Information")Parent and Old ACG. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (ai) to authorized representatives of TCI, Parent; (bii) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Parent or the Surviving Corporation Company; and (ciii) to counsel and other advisers, ; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (ix) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (iiy) disclosure is required by law or the order of any governmental authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (iiy), the Stockholders shallStockholders, if possible, shall give immediate prior written notice thereof to TCI Parent and provide TCI Parent with the opportunity to contest such disclosure, or (iiiz) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.113.1, TCI Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned abovementioned restrictions on their the Stockholder's ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Companyshall become nugatory.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they ------------ had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIXXX, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHDS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHDS, (b) prior to the Pre-Closing if consistent with past practices but only with respect to information concerning the COMPANY, (c) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation HDS, and (cd) to counsel and other advisers, provided that such -------- advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless further, that confidential information shall not -------- ------- include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing provided -------- any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI HDS and provide TCI HDS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyCOMPANY, the Other Companies and/or HDS. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI HDS shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HDS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIAmPaM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIAmPaM's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAmPaM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI AmPaM or the Surviving Corporation Company and (c) to its counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless however that (i) the foregoing 57 disclosure prohibition shall not apply in the event that (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI AmPaM and provide TCI AmPaM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI AmPaM shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI AmPaM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the -45- Company, the Other Founding Companies, and/or TCILandCARE, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCILandCARE's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCILandCARE, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI LandCARE or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI LandCARE and provide TCI LandCARE with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI LandCARE shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI LandCARE from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information confidential information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information confidential information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, have and in the future may possibly have, have access to certain confidential information of relating to the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIPC, such as operational policies, and pricing and cost policies policies, that are valuable, special and unique assets of the Company'sCOMPANY, the Other Founding Companies' Companies and/or TCIPC's respective businesses ("Confidential Information")business. The Stockholders STOCKHOLDERS agree that they will not use or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIthe COMPANY, NEWCO, the Other Founding Companies and PC who need to know such information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, and (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI PC or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault breach by the STOCKHOLDERS of the Stockholdersthis covenant, (ii) disclosure is required by law or the order of any governmental authority under color of lawlaw or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI PC and provide TCI PC with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS or PC of the provisions of this Section 14.1Section, TCI PC shall be entitled to an injunction restraining such Stockholders the STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI PC from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.or

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, Company and/or TCIPurchaser and Old ACG, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' Company and/or TCI's respective businesses ("Confidential Information")Purchaser and Old ACG. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (ai) to authorized representatives of TCI, Purchaser; (bii) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Purchaser or the Surviving Corporation Company; and (ciii) to counsel and other advisers, ; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (ix) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (iiy) disclosure is required by law or the order of any governmental authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (iiy), the Stockholders shall, if possible, shall give prior written notice thereof to TCI Purchaser and provide TCI Purchaser with the opportunity to contest such disclosure, or (iiiz) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.113.1, TCI Purchaser shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned abovementioned restrictions on their the Stockholder's ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Companyshall become nugatory.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANIES, the Other Founding Companies, and/or TCIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company'sCOMPANIES', the Other Founding Companies' and/or TCIVPI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not use, except in connection with the transactions contemplated hereby, or disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of TCIVPI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI VPI or the Surviving Corporation and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the noncommercial property management or rental industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI VPI and provide TCI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI VPI shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANIES.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had ------------ in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIHDS, such as lists of customers, operational policies, and pricing and cost policies that are policies, which is a valuable, special and unique assets asset of the CompanyCOMPANY's, the Other Founding Companies' and/or TCI's HDS' respective businesses ("Confidential Information")businesses, and which the COMPANY, the Other Companies and/or HDS has reasonably endeavored to protect. The Stockholders agree that they will STOCKHOLDERS shall not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHDS, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation HDS, and (c) to counsel and other advisers, ; provided that such advisers (other than counsel) agree to the confidentiality ------------- provisions of this Section 14.114.1 or are subject to substantially similar (or more restrictive) confidentiality rules in their profession; provided, unless further, that ----------------- confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, ; provided that prior to before disclosing any Confidential Information pursuant to information ------------- under this clause (ii), the Stockholders shallSTOCKHOLDERS, if possible, give have given prior written notice thereof to TCI HDS and provide TCI with the have given HDS a reasonable opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyCOMPANY, the Other Companies and/or HDS. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI HDS shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HDS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize Robexx X. Xxxxxx xxxognizes and acknowledge acknowledges that they he had in the past, currently havehas, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIAmPaM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIAmPaM's respective businesses ("Confidential Information")businesses. The Stockholders agree Robexx X. Xxxxxx xxxees that they he will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAmPaM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as Robexx X. Xxxxxx xx is required in the course of performing their his duties for TCI AmPaM or the Surviving Corporation Company and (c) to its counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless however that (i) the foregoing disclosure prohibition shall not apply in the event that (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersRobexx X. Xxxxxx, (iixi) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shallRobexx X. Xxxxxx xxxll, if possible, give prior written notice thereof to TCI AmPaM and provide TCI AmPaM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of Robexx X. Xxxxxx xx the provisions of this Section 14.1Section, TCI AmPaM shall be entitled to an injunction restraining such Stockholders from Robexx X. Xxxxxx xxxm disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI AmPaM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall Robexx X. Xxxxxx xxxll have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIAmPaM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIAmPaM's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAmPaM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI AmPaM or the Surviving Corporation Company and (c) to its counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless however that (i) the foregoing disclosure prohibition shall not apply in the event that (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI AmPaM and provide TCI AmPaM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI AmPaM shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI AmPaM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.contemplated

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companiesany Acquired Party, and/or TCIMARINEMAX and its subsidiaries, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companiesany Acquired Party, and/or MARINEMAX and its subsidiaries' and/or TCI's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS each agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIMARINEMAX, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders 42 48 STOCKHOLDERS as is required in the course of performing their duties for TCI MARINEMAX or the Surviving Corporation Corporation, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI MARINEMAX and provide TCI MARINEMAX with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI MARINEMAX shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI MARINEMAX from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had (a) Each Stockholder agrees to furnish to the Company completed questionnaires in the pastform attached hereto as Appendix I at the Closing for use in preparation of the S-3. The Company shall not be required to include the Flotek Shares of any Stockholder in the S-3 so long as such Stockholder fails to furnish fully completed questionnaires at the Closing or does not respond to subsequent written requests for information by the Company within two business days of such requests; provided, currently havehowever, that the Company shall be required to provide no more than two (2) such subsequent written requests for information. (b) Each Stockholder agrees by acquisition of a Flotek Share that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 2(e) hereof, or any Blackout Period described in Section 2(d) hereof, such Stockholder will forthwith discontinue disposition of Flotek Shares pursuant to the applicable S-3 until such Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2(d) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the future may possibly have, access to certain confidential information of Prospectus. If so directed by the Company, each Stockholder will deliver to the Other Founding CompaniesCompany (at the Company’s expense) all copies, and/or TCIother than permanent file copies then in such HOU: 3705172.4 Stockholder’s possession, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, Prospectus covering such Flotek Shares that was current at the Other Founding Companies' and/or TCI's respective businesses ("Confidential Information"). The Stockholders agree that they will not disclose time of receipt of such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI and provide TCI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damagesnotice. In the event the transactions Company shall give any such notice, the time period regarding the effectiveness of such S-3 set forth in Section 2(d) hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2(e) hereof or notice of any Blackout Period to and including the date when each selling Stockholder covered by such S-3 shall have received the copies of the supplemented or amended Prospectus contemplated by this Agreement are not consummated, Stockholders Section 2(d) hereof or shall have none of received the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyAdvice.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCICTS, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCICTS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICTS or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI CTS or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholdersany such 59 STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI CTS and provide TCI CTS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCITSII, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCITSII's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCITSII, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI or the Surviving Corporation TSII and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the travel industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI TSII and provide TCI 77 TSII with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDER of the provisions of this Section 14.1Section, TCI TSII shall be entitled to an injunction restraining such Stockholders STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI TSII from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders COMPANY and the STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the LLC, the Other Founding Companies, and/or TCITSII, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the LLC's, the Other Founding Companies' and/or TCITSII's respective businesses ("Confidential Information")businesses. The Stockholders COMPANY and the STOCKHOLDERS agree that they will shall not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCITSII, (b) following the ClosingFunding and Consummation Date, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI TSII or the Surviving Corporation LLC and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the same industry through no fault of the StockholdersCOMPANY and the STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders COMPANY and the STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI TSII and provide TCI TSII with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the COMPANY or any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI TSII shall be entitled to an injunction restraining the COMPANY and such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI TSII from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the COMPANY and the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in COMPANY or the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyLLC.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCIHOLDING, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHOLDING's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose any such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHOLDING, (b) following the Pre-Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI HOLDING or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of any of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, STOCKHOLDERS shall give prior written notice thereof to TCI HOLDING and provide TCI HOLDING with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.114, TCI HOLDING shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HOLDING from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the CompanyCOMPANY. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.57

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIAmPaM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIAmPaM's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIAmPaM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI AmPaM or the Surviving Corporation Company and (c) to its counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless however that (i) the foregoing disclosure prohibition shall not apply in the event that (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI AmPaM and provide TCI AmPaM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI AmPaM shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI AmPaM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, and/or TCITSII, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCITSII's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will shall not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCITSII, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI or the Surviving Corporation TSII and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the travel industry through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI TSII and provide TCI 77 TSII with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI TSII shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI TSII from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCICLC, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCICLC's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCICLC, provided that such representatives agree to the confidentiality provisions of this Section 14.1, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI CLC or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI CLC and provide TCI CLC with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI CLC shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI CLC from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by in this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders COMPANY and the STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the LLC, the Other Founding Companies, and/or TCITSII, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the LLC's, the Other Founding Companies' and/or TCITSII's respective businesses ("Confidential Information")businesses. The Stockholders COMPANY and the STOCKHOLDERS agree that they will shall not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCITSII, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI TSII or the Surviving Corporation LLC and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information is or becomes known to the public generally or to businesses operating in the travel industry through no fault of the StockholdersCOMPANY and the STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders COMPANY and the STOCKHOLDERS shall, if possible, give two days' prior written notice thereof to TCI TSII and provide TCI TSII with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the COMPANY or any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1Section, TCI TSII shall be entitled to an injunction restraining the COMPANY and such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI TSII from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders the COMPANY and the STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding CompanyCOMPANY.

Stockholders. The Stockholders recognize and acknowledge that they the stockholders of the Company had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIClarant, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIClarant's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose disclose, and the Stockholders will cause all other stockholders of the Company to not disclose, such Confidential Information confidential information to any personPerson, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIClarant or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Clarant or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of any such stockholder of the StockholdersCompany, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, shall give prior written notice thereof to TCI Clarant and provide TCI Clarant with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders stockholders of the provisions of this Section 14.1Article 14, TCI Clarant shall be entitled to an injunction restraining such Stockholders stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Clarant from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, neither the Stockholders nor any other stockholder of the Company shall have none any of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they ------------ had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIHDS, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the CompanyCOMPANY's, the Other Founding Companies' and/or TCIHDS's respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIHDS, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation HDS, and (c) to counsel and other advisers, ; provided that such advisers (other than counsel) agree to -------- ---- the confidentiality provisions of this Section 14.1; provided, unless further, that -------- ------- confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, ; provided that prior to disclosing any Confidential Information information -------- ---- pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI HDS and provide TCI HDS with the opportunity to contest such disclosure, or (iii) information as to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyCOMPANY, the Other Companies and/or HDS. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI HDS shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI HDS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

Stockholders. The Stockholders STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the CompanyCOMPANY, the Other Founding Companies, Companies and/or TCIVESTCOM, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company'sCOMPANY'S, the Other Founding Companies' and/or TCI's VESTCOM'S respective businesses ("Confidential Information")businesses. The Stockholders STOCKHOLDERS agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIVESTCOM, (b) following the ClosingConsummation Date, such Confidential Information information may be disclosed by the Stockholders STOCKHOLDERS as is required in the course of performing their duties for TCI or the Surviving Corporation VESTCOM, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1; provided, unless further, that confidential information shall not include (i) such Confidential Information information which becomes known to the public generally through no fault of the StockholdersSTOCKHOLDERS, (ii) disclosure is information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders STOCKHOLDERS shall, if possible, give prior written notice thereof to TCI VESTCOM and provide TCI VESTCOM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the STOCKHOLDERS provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by any of the Stockholders STOCKHOLDERS of the provisions of this Section 14.1section, TCI VESTCOM shall be entitled to an injunction restraining such Stockholders STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.confidential

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, Company and/or TCIParent and Old ACG, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' Company and/or TCI's respective businesses ("Confidential Information")Parent and Old ACG. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity Person for any purpose or reason whatsoever, except (ai) to authorized representatives of TCI, Parent; (bii) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI Parent or the Surviving Corporation Company; and (ciii) to counsel and other advisers, ; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.115.1, unless (ix) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (iiy) disclosure is required by law or the order of any governmental authority under color of law, ; provided, that prior to disclosing any Confidential Information information pursuant to this clause (iiy), the Stockholders shallStockholders, if possible, shall give immediate prior written notice thereof to TCI Parent and provide TCI Parent with the opportunity to contest such disclosure, or (iiiz) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders Stockholder of the provisions of this Section 14.115.1, TCI Parent shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of (1) the above-mentioned abovementioned restrictions on their each Stockholder's ability to disseminate Confidential Information confidential information with respect to the Company. Each Company shall become nugatory and (2) each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (iincluding his representatives, advisors and legal counsel) neither the Company nor any Stockholder can thereafter use any Confidential Information shall within ten business days of the Other Founding Companies for Parent's request, deliver all copies of the confidential information of Parent in his possession in any purpose and form whatsoever (ii) upon written request of including, but not limited to, any Other Founding Company to the Companyreports, the Company and Stockholders will return all Confidential Information pertaining to memoranda, or other material prepared by such Other Founding Company to such Other Founding CompanyStockholder or his representatives, advisors or legal counsel).

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIRV Centers, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIRV Centers's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIRV Centers, provided that such representatives agree to the confidentiality provisions of this Section 13.1, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI RV Centers or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI RV Centers and provide TCI RV Centers with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI RV Centers shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.be

Stockholders. The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCIINCOM, such as operational policies, customer lists, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCIINCOM's respective businesses ("Confidential Information")businesses. The Stockholders agree that they will not disclose such Confidential Information confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCIINCOM, (b) following the Closing, such Confidential Information information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI INCOM or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI INCOM and provide TCI INCOM with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1Section, TCI INCOM shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI INCOM from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information confidential information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.