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This excerpt taken from the C 10-Q filed Aug 7, 2009. 10.11 Confidentiality and Public Announcements.(a) For two years after the date hereof, the Parties shall neither disclose or divulge to any third party, nor use for any purpose other than the purposes relating to the performance of this Agreement, without the other Parties’ prior written consent, the contents of this Agreement or any and all confidential and proprietary information previously received or to be received in the future (regardless of whether orally, in writing, by e-mail or any other
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means) directly or indirectly from the other Parties in connection with the negotiation, execution or performance of this Agreement (hereinafter collectively referred to as “Confidential Information”), except to the Party’s Affiliates and professional advisors of such Party and its Affiliates (and provided that the Party shall cause the recipient to assume and perform the confidentiality obligations equivalent to those imposed on such Party under this Agreement), except where (i) submission/disclosure is required under the Applicable Laws or rules of any applicable securities exchanges, (ii) submission/disclosure is requested by Governmental Authorities, (iii) submission/disclosure to Governmental Authorities is desirable in the reasonable judgment of such Party or (iv) disclosure is necessary to facilitate the financing activities of the Purchaser, the New Securities Company or any of the Group Companies; provided, however, that Confidential Information shall not include any of the information described in (1) through (4) below:(1) Information that is already publicly known when this Agreement is executed; information that is already publicly known when it is received by the receiving Party; and information that becomes publicly known after the date hereof without any fault of the Party in possession of such information;(2) Information that is already in the receiving Party’s possession when it is received and not subject to a confidentiality agreement or other obligation of secrecy to the disclosing party;(3) Information legally and separately obtained by a Party from a duly authorized third party that is not bound by a confidentiality agreement or other obligation of secrecy to the disclosing party; and(4) Information independently developed by a Party without any use of the Confidential Information.(b) In the event that any disclosure is required under the foregoing provisions of Section 10.11(a)(i), the Party in relation to which such disclosure is required or making (or whose Affiliate is making) the disclosure, as the case may be, shall, to the extent legally permissible, consult with the other Party and take into account such other Party’s reasonable requirements in making such disclosure.(c) In the event that any disclosure is required under the foregoing provisions of Section 10.11(a)(ii), (iii) or (iv), the Party in relation to which such disclosure is required or making (or whose Affiliate is making) the disclosure, as the case may be, shall, to the extent practicable, consult with the other Party and take into account such other Party’s reasonable requirements in making such disclosure.(d) The Parties shall coordinate and agree upon the text and timing of their respective public announcements to be made after the execution of this Agreement and after the Closing regarding the transactions contemplated by this Agreement, taking into account the requirements of all applicable laws and of any applicable securities exchange.[remainder of page intentionally left blank]
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