Common use of VESTCOM AND NEWCO Clause in Contracts

VESTCOM AND NEWCO. VESTCOM and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY'S business. VESTCOM and NEWCO agree that, prior to the Consummation Date and for a period of two years after the date hereof if there is no Consummation Date, 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 the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Founding Companies other than the Company, the Underwriters and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of VESTCOM or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), VESTCOM and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS 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 and VESTCOM or NEWCO provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by VESTCOM or NEWCO of the provisions of this section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining VESTCOM and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

VESTCOM AND NEWCO. VESTCOM and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY'S business. VESTCOM and NEWCO agree that, prior to the Consummation Date and for a period of two years after the date hereof if there is no Consummation Date, 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 the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Founding Companies other than the Company, the Underwriters and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of VESTCOM or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), VESTCOM and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the -80- 88 defense of a lawsuit against the disclosing party and VESTCOM or NEWCO provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by VESTCOM or NEWCO of the provisions of this section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining VESTCOM and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

VESTCOM AND NEWCO. VESTCOM and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY'S business. VESTCOM and NEWCO agree that, prior to the Consummation Date and for a period of two years after the date hereof if there is no Consummation Date, 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 the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Founding Companies other than the Company, the Underwriters and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of VESTCOM or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), VESTCOM and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the -87- 95 defense of a lawsuit against the disclosing party and VESTCOM or NEWCO provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by VESTCOM or NEWCO of the provisions of this section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining VESTCOM and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

VESTCOM AND NEWCO. VESTCOM and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY'S 's business. VESTCOM and NEWCO agree that, prior to the Consummation Date and for a period of two years after the date hereof if there is no Consummation Date, 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 the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Founding Companies Companies, other than the Company, the Underwriters and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of -91- 99 VESTCOM or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color control of law, provided, that prior to disclosing any information pursuant to this clause (ii), VESTCOM and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS 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 and VESTCOM or NEWCO provide the same prior disclosure set forth in clause (ii) above. In the event of a breach or threatened breach by VESTCOM or NEWCO of the provisions of this section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining VESTCOM and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.