Material Nonpublic Information. Dealer hereby represents and covenants to Counterparty that it has implemented policies and procedures, taking into consideration the nature of its business, reasonably designed to prevent individuals making investment decisions related to any Transaction from having access to material nonpublic information regarding Issuer that may be in possession of other individuals at Dealer

Disclosure of and/or Trading on Material Nonpublic Information. Employee acknowledges that Company is a public company and that in performing the Services he may have access to material nonpublic information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Nonpublic information is information that is not generally known or available to the public. Employee agrees not to discuss any material nonpublic information with any third parties and to refrain from buying or selling any securities based on any material nonpublic information learned in performing the Services unless such disclosure or trading is permitted under applicable state and federal securities laws.

“MNPI” means any material Nonpublic Information regarding Holdings and the Subsidiaries that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). For purposes of this definition “material Nonpublic Information” means Nonpublic Information that would reasonably be expected to be material to a decision by any Lender to assign or acquire any Loan or to enter into any of the transactions contemplated hereby.

Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.

Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

“Insider Trading Policy” means the written policy of the Corporation pertaining to the purchase, sale, transfer or other disposition of the Corporation’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Corporation or its securities.

Material Data, Documents and Information. To the knowledge of Farmor, Farmor is in possession or has access to all data and information relating to the Farmee Interest to which it is entitled under the terms of the Contract. Farmor has made available for review by Farmee all data, contracts, agreements, documents and information which it believes are material to the Contract, the Farmee Interest, or the transactions contemplated by this Agreement; provided, however, that Farmor makes no representation and warranty in relation to the accuracy or completeness of any interpretation or translation into, or from, the English language. All information and documents relating to the Farmee Interest disclosed or supplied by Farmor or to Farmee during or with a view to the negotiations leading up to this Agreement are, to Farmor’s knowledge, true and accurate in all material respects, and, to Farmor’s knowledge, there is no fact not disclosed which would render any such information or document inaccurate or misleading in any material respect or which, if disclosed, might reasonably affect the willingness of a third party acting reasonably to acquire the Farmee Interest on the terms of this Agreement or otherwise on the terms specified in this Agreement.

“Personally Identifiable Information” means (i) Account numbers and (ii) “nonpublic personal information”, as defined in the GLBA or other Applicable Law, with respect to the Program.

Confidential Information. “Confidential Information” shall mean all nonpublic information disclosed by one party or its agents (the “Disclosing Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation # nonpublic information relating to the Disclosing Party’s technology, customers, vendors, suppliers, business plans, intellectual property, promotional and marketing activities, finances, agreements, transactions, financial information and other business affairs, and # third-party information that the Disclosing Party is obligated to keep confidential.

Material. In the event of any Material Loss to or destruction of one or more of the Properties or any portion thereof prior to Closing, either ​ or ​ may, at its option, terminate this Agreement as to the affected Property (in which case the Purchase Price and related terms of this Agreement shall be proportionately adjusted) by delivering written notice to the other on or before the expiration of thirty (30) days after the date ​ delivers the Casualty Notice to ​ (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with ​’s insurers). Upon any such termination, a portion of the Earnest Money equal to the product of the Earnest Money multiplied by a fraction, the numerator of which is the Allocated Purchase Price for such Property or Properties and the denominator of which is the Purchase Price shall be returned to ​ and the parties hereto shall have no further rights or obligations hereunder with respect to the affected Property, other than those that by their terms survive the termination of this Agreement. If neither ​ nor ​ so terminates this Agreement within said thirty (30) day period as to the Property or Properties affected by said event of casualty, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing ​ shall assign to ​, without representation or warranty by or recourse against ​, all of ​’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due ​ as a result of such damage or destruction and ​ shall assume full responsibility for all needed repairs, and ​ shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of # the cost of repair or # the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Loss” means damage to any one Property which # ​'s insurance adjuster or construction representative reasonably estimates will exceed $1,000,000.00 to repair or which materially and adversely affects permanent access to the Property (provided, however, in no event shall any casualty that results in the termination of that certain Roadway Lease dated December 29, 2005 between ​ and Commonwealth Edison Company, as amended, (the “Roadway Lease”) or otherwise restricts, terminates, modifies or affects in any way the use of the premises thereunder be considered a Material Loss), or # gives any one tenant that occupies in excess of twenty-five percent (25%) of the aggregate square footage of the affected Property or Properties the unconditional right to terminate its Lease.