TO THE RECIPIENT BY REPUTABLE OVERNIGHT COURIER, WITH
CHARGES PREPAID, OR (D) FOUR BUSINESS DAYS AFTER BEING MAILED TO THE RECIPIENT
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND POSTAGE PREPAID.
SUCH NOTICES, DEMANDS, AND OTHER COMMUNICATIONS SHALL BE SENT TO THE RECIPIENT
PARTY AT THE ADDRESS FOR SUCH PARTY SET FORTH BELOW (OR SUCH OTHER ADDRESS AS
MAY BE SPECIFIED BY THE RELEVANT PARTY PROVIDING NOTICE TO EACH OTHER PARTY IN
ACCORDANCE WITH THIS SECTION).
PROOF OF SENDING ANY NOTICE, DEMAND, OR OTHER
COMMUNICATION SHALL BE THE RESPONSIBILITY OF THE SENDER.
If to Purchaser, to:
Spartan Motors, Inc.
1000 Reynolds Road
Charlotte, MI 48813
Attn:
Chief Financial Officer
Fax:
517-543-5403
With copy to:
Varnum LLP
P.O. Box 352
Grand Rapids, MI 49501-0352
Attn:
Michael G. Wooldridge
Fax:
616-336-7000
If to any Seller Party, to:
John Hancock Financial Services
197 Clarendon Street
Boston, MA
02116
Attn:
Bond and Corporate Finance,
C-2
Fax:
617-572-6454
With copy to:
John Hancock Financial Services
197 Clarendon Street, C-3-16
Boston, MA
02116
Attn:
David Pemstein
Fax:
617-421-4399
10.17
CONFIDENTIALITY.
EACH PARTY RECOGNIZES AND ACKNOWLEDGES THAT IT HAD
IN THE PAST, CURRENTLY HAS, AND IN THE FUTURE MAY POSSIBLY HAVE, ACCESS TO
CERTAIN CONFIDENTIAL INFORMATION OF ONE OR MORE OF THE OTHER PARTIES THAT IS
VALUABLE, SPECIAL, AND UNIQUE TO SUCH OTHER PARTY.
EACH PARTY AGREES NOT TO USE
ANY OTHER PARTY'S CONFIDENTIAL INFORMATION EXCEPT IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND NOT TO
DISCLOSE CONFIDENTIAL INFORMATION WITH RESPECT TO ANY OTHER PARTY TO ANY PERSON
FOR ANY PURPOSE OR REASON WHATSOEVER, EXCEPT TO AUTHORIZED REPRESENTATIVES OF
SUCH OTHER PARTY, EXCEPT AS OTHERWISE SET FORTH OR REQUIRED BY THIS AGREEMENT,
AND EXCEPT TO SUCH PARTY'S LEGAL, FINANCIAL, AND OTHER ADVISERS, UNLESS (A) SUCH
INFORMATION BECOMES KNOWN TO THE PUBLIC GENERALLY THROUGH NO FAULT OF THE PARTY
THAT HAS AGREED TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION, (B) SUCH
INFORMATION BECOMES KNOWN TO THE DISCLOSING PARTY THROUGH NO BREACH BY ANY OTHER
PERSON OF ANY CONFIDENTIALITY OBLIGATION TO ANY OTHER PARTY, (C) DISCLOSURE IS
REQUIRED BY LAW OR THE ORDER OF ANY GOVERNMENTAL ENTITY OR ANY OTHER AUTHORITY,
OR (D) THE DISCLOSING PARTY REASONABLY BELIEVES THAT SUCH DISCLOSURE IS REQUIRED
IN CONNECTION WITH THE DEFENSE OF A LAWSUIT AGAINST THE DISCLOSING PARTY.
NOTWITHSTANDING THE FOREGOING, PRIOR TO DISCLOSING ANY INFORMATION PURSUANT TO
CLAUSE (C) OR (D) ABOVE, THE PARTY SEEKING TO MAKE THE DISCLOSURE SHALL GIVE
PRIOR WRITTEN NOTICE THEREOF TO THE OTHER PARTIES AND PROVIDE SUCH OTHER PARTIES
WITH THE OPPORTUNITY TO CONTEST SUCH DISCLOSURE.
IN THE EVENT OF A BREACH OR
THREATENED BREACH BY ANY PARTY OF THE PROVISIONS OF THIS
-62-
SECTION 10.17, ANY OTHER PARTY SHALL BE ENTITLED TO SEEK AN INJUNCTION
RESTRAINING SUCH PARTY (THAT IS BREACHING OR THREATENING TO BREACH ANY OF THE
PROVISIONS OF THIS SECTION 10.17) FROM DISCLOSING, IN WHOLE OR IN PART, SUCH
CONFIDENTIAL INFORMATION.
NOTHING IN THIS SECTION 10.17 SHALL BE CONSTRUED AS
PROHIBITING ANY PARTY FROM PURSUING ANY