WORK FOR
SUCH PARTY AND SUCH ATTORNEYS ARE BOUND BY AN OBLIGATION OF CONFIDENTIALITY;
(V)
TO CONTRACTORS AND CONSULTANTS ENGAGED, OR PROPOSED TO BE ENGAGED,
BY ANY PARTY WHERE DISCLOSURE OF SUCH INFORMATION IS ESSENTIAL TO SUCH
CONTRACTOR'S OR CONSULTANT'S WORK FOR SUCH PARTY;
(VI)
TO A BONA FIDE PROSPECTIVE TRANSFEREE OF ALL OR ANY PART OF ANY OF
THE COMPANY'S PARTICIPATING INTERESTS, TO THE EXTENT APPROPRIATE IN ORDER TO
ALLOW THE ASSESSMENT OF THAT PARTICIPATING INTEREST (INCLUDING AN ENTITY WITH
WHOM A PARTY AND/OR ITS AFFILIATES ARE CONDUCTING BONA FIDE NEGOTIATIONS
DIRECTED TOWARD A MERGER, CONSOLIDATION OR THE SALE OF A MAJORITY OF ITS OR AN
AFFILIATE'S SHARES);
(VII)
TO A BANK OR OTHER FINANCIAL INSTITUTION TO THE EXTENT APPROPRIATE
TO A PARTY ARRANGING FOR FUNDING;
(VIII)
TO THE EXTENT SUCH INFORMATION MUST BE DISCLOSED PURSUANT TO ANY
RULES OR REQUIREMENTS OF ANY GOVERNMENT OR STOCK EXCHANGE HAVING JURISDICTION
OVER SUCH PARTY, OR ITS AFFILIATES; PROVIDED THAT SUCH PARTY SHALL COMPLY WITH
THE REQUIREMENTS OF SECTION 7.2 HEREUNDER;
38
(IX)
TO ITS RESPECTIVE EMPLOYEES, SUBJECT TO EACH PARTY TAKING
SUFFICIENT PRECAUTIONS TO ENSURE SUCH INFORMATION IS KEPT CONFIDENTIAL; AND
(X)
TO THE EXTENT ANY INFORMATION WHICH, THROUGH NO FAULT OF A PARTY,
BECOMES A PART OF THE PUBLIC DOMAIN.
(B)
DISCLOSURE AS PURSUANT TO SECTIONS 7.1(A)(V), 7.1(A)(VI) AND
7.1(A)(VII) SHALL NOT BE MADE UNLESS PRIOR TO SUCH DISCLOSURE THE DISCLOSING
PARTY HAS OBTAINED A WRITTEN UNDERTAKING FROM THE RECIPIENT PARTY TO KEEP THE
INFORMATION STRICTLY CONFIDENTIAL FOR AT LEAST AS LONG AS THE PERIOD SET OUT
ABOVE AND TO USE THE INFORMATION FOR THE SOLE PURPOSE DESCRIBED IN SECTIONS
7.1(A)(V), 7.1(A)(VI) AND 7.1(A)(VII), WHICHEVER IS APPLICABLE, WITH RESPECT TO
THE DISCLOSING PARTY.
(C)
THE PARTIES AGREE THAT THIS AGREEMENT SUPERSEDES THE
CONFIDENTIALITY AGREEMENT.
7.2
PUBLIC ANNOUNCEMENTS.
NEITHER THE SELLER NOR ANY OF ITS AFFILIATES,
NOR THE PURCHASER OR ANY OF ITS AFFILIATES, SHALL ISSUE OR CAUSE THE PUBLICATION
OF ANY PRESS RELEASE OR OTHER PUBLIC ANNOUNCEMENT OR DISCLOSURE WITH RESPECT TO
THIS AGREEMENT, THE CONTENTS OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
HEREBY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, EXCEPT THAT EACH PARTY SHALL BE PERMITTED TO MAKE
SUCH PUBLIC ANNOUNCEMENTS OR DISCLOSURES AS SUCH PARTY DEEMS IS REQUIRED BY
APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE RULES AND REGULATIONS
PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR A STOCK EXCHANGE
ON WHICH EITHER OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES IS THEN LISTED.
IN THE EVENT ANY SUCH PRESS RELEASE, PUBLIC ANNOUNCEMENT OR OTHER DISCLOSURE IS
REQUIRED BY LAW TO BE MADE BY THE PARTY PROPOSING TO ISSUE THE SAME, SUCH PARTY
SHALL NOTIFY THE OTHER PARTY PRIOR TO THE ISSUANCE OR MAKING OF ANY SUCH PRESS
RELEASE, PUBLIC ANNOUNCEMENT OR OTHER DISCLOSURE AND SHALL USE ITS REASONABLE
ENDEAVORS TO CONSULT IN GOOD FAITH WITH THE OTHER PARTY AND TO TAKE INTO ACCOUNT
THE COMMENTS OF SUCH PARTY TO THE EXTENT PRACTICABLE.
FOR PURPOSES OF