Common use of Information duties Clause in Contracts

Information duties. (a) Each Shareholder agrees and acknowledges that the directors designated by the GSCP Parties, the Providence Parties and Leeds IV may share confidential, non-public information about the Company with the GSCP Parties, the Providence Parties and the Leeds Parties, respectively; provided that such parties agree to keep such information confidential and agree to comply with all applicable securities laws in connection therewith, and provided, further, that information protected by attorney client privilege or attorney work product will not be disclosed to the extent such disclosure will cause the loss of such privilege. (b) The Company and the Shareholders hereby agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that when any of the GSCP Parties, the Providence Parties, the Leeds Parties or their respective Affiliates takes any action under this Agreement to give or withhold its consent, such Person shall, to the fullest extent permitted by Pennsylvania law, have no duty to consider the interests of the Company or the other Shareholders or any other shareholders of the Company and may act exclusively in its own interest and shall have only the duty to act in good faith; provided, however, that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement.