Common use of VPI AND NEWCO Clause in Contracts

VPI AND NEWCO. VPI and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's business. VPI and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not use, except in connection with the transactions contemplated hereby, or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of the COMPANY, (b) to counsel and other advisors; provided, however, that such advisors (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of VPI or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law; provided, however, that prior to disclosing any information pursuant to this clause (ii), VPI and NEWCO shall, unless otherwise required by law or such order, give two days' prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS 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. VPI will disclose confidential information relating to the COMPANY to the Other Founding Companies only if such companies have agreed, in advance, to treat such information as confidential. In the event of a breach or threatened breach by VPI or NEWCO of the provisions of this Section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining VPI 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 as such breach or threatened breach, including the recovery of damages.

VPI AND NEWCO. VPI and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's business. VPI and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not use, except in connection with the transactions contemplated hereby, or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of the COMPANY, (b) to counsel and other advisors; provided, however, that such advisors (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of VPI or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law; provided, however, that prior to disclosing any information pursuant to this clause (ii), VPI and NEWCO shall, unless otherwise required by law or such order, give two days' prior written notice thereof to the COMPANY and the STOCKHOLDERS STOCKHOLDER and provide the COMPANY and the STOCKHOLDERS STOCKHOLDER 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. VPI will disclose confidential information relating to the COMPANY to the Other Founding Companies only if such companies have agreed, in advance, to treat such information as confidential. In the event of a breach or threatened breach by VPI or NEWCO of the provisions of this Section, the COMPANY and the STOCKHOLDERS STOCKHOLDER shall be entitled to an injunction restraining VPI and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS STOCKHOLDER from pursuing any other available remedy for as such breach or threatened breach, including the recovery of damages.