Common use of PC AND NEWCO Clause in Contracts

PC AND NEWCO. PC and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information relating to the COMPANY, such as operational policies, and pricing and cost policies, that are valuable, special and unique assets of the COMPANY. PC and NEWCO agree that, prior to the Closing, or if the Transactions contemplated by this Agreement are not consummated, they will not use or disclose such confidential information to their own benefit except in furtherance of the Transactions contemplated by this Agreement or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to the STOCKHOLDER and to authorized representatives of the COMPANY 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) 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 breach by PC or NEWCO of this covenant, (ii) disclosure is required by law or the order of any governmental authority under color of law or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any information pursuant to this clause (ii), PC and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDER and provide the COMPANY and the STOCKHOLDER 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 the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by PC or NEWCO of the provisions of this Section, the COMPANY and the STOCKHOLDER shall be entitled to an injunction restraining PC and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDER from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event that the transactions contemplated herein are not consummated, PC and NEWCO shall

PC AND NEWCO. PC and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information relating to the COMPANY, such as operational policies, and pricing and cost policies, that are valuable, special and unique assets of the COMPANY. PC and NEWCO agree that, prior to the Closing, or if the Transactions contemplated by this Agreement are not consummated, they will not use or disclose such confidential information to their own benefit except in furtherance of the Transactions contemplated by this Agreement or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to the STOCKHOLDER STOCKHOLDERS and to authorized representatives of the COMPANY 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) 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 breach by PC or NEWCO of this covenant, (ii) disclosure is required by law or the order of any governmental authority under color of law or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any information pursuant to this clause (ii), PC and NEWCO shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDER STOCKHOLDERS and provide the COMPANY and the STOCKHOLDER 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 the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by PC or NEWCO of the provisions of this Section, the COMPANY and the STOCKHOLDER STOCKHOLDERS shall be entitled to an injunction restraining PC and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDER STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event that the transactions contemplated herein are not consummated, PC and NEWCO shallshall return to the COMPANY within a reasonable time all

PC AND NEWCO. PC and NEWCO the NEWCOS recognize and acknowledge that they had in the past and currently have access to certain confidential information relating to the COMPANYCOMPANIES, such as operational policies, and pricing and cost policies, that are valuable, special and unique assets of the COMPANYCOMPANIES. PC and each NEWCO agree that, prior to the Closing, or if the Transactions contemplated by this Agreement are not consummated, they will not use or disclose such confidential information to their own benefit except in furtherance of the Transactions contemplated by this Agreement or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to the STOCKHOLDER and to authorized representatives of the COMPANY COMPANIES 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) 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 breach by PC or NEWCO the NEWCOS of this covenant, (ii) disclosure is required by law or the order of any governmental authority under color of law or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any information pursuant to this clause (ii), PC and NEWCO the NEWCOS shall, if possible, give prior written notice thereof to the COMPANY COMPANIES and the STOCKHOLDER and provide the COMPANY COMPANIES and the STOCKHOLDER 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 the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by PC or either NEWCO of the provisions of this Section, the COMPANY COMPANIES and the STOCKHOLDER shall be entitled to an injunction restraining PC and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDER from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event that the transactions contemplated herein are not consummated, PC and NEWCO shallNEWCOS