Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Selling Stockholder and the Agent agree that the Selling Stockholder shall not deliver any Issuance Instruction from the Selling Stockholder to the Agent, and the Agent shall not be obligated to place any Shares, during any period in which the Selling Stockholder is in possession of material non-public information.

Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Selling Stockholder and the Forward Purchaser agree that the Selling Stockholder shall not deliver any Forward Placement Notice to the Forward Purchaser at any time at which the Selling Stockholder is in possession of material non-public information with respect to the Company.

Material Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Exchange Documents, [[Organization B:Organization]] covenants and agrees that neither it, nor any other Person acting on its behalf, will provide [[Organization A:Organization]] or its agents or counsel with any information that [[Organization B:Organization]] believes constitutes material non-public information, unless prior thereto [[Organization A:Organization]] shall have entered into a written agreement with [[Organization B:Organization]] regarding the confidentiality and use of such information. [[Organization B:Organization]] understands and confirms that [[Organization A:Organization]] shall be relying on the foregoing covenant in effecting transactions in securities of [[Organization B:Organization]].

Non-Public Information. (a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Loan Party or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to each Borrower and the Administrative Agent that # it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and # it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that # the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, # it has developed compliance procedures regarding the use of material non-public information and # it will handle such material non-public information in accordance with Applicable Law, including United States federal and state securities Laws.

Section # Material Non-Public Information.

Each of the [[Administrative Agent:Organization]], the [[FILO Documentation Agent:Organization]] and the Lenders acknowledges that # the Information may include material non-public information concerning the ​ or a Subsidiary, as the case may be, # it has developed compliance procedures regarding the use of material non-public information and # it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

EACH LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

You also acknowledge and understand that certain Confidential Information may be deemed material, non-public information under applicable securities laws and that while such information remains non-public or material, you will not engage in any securities transactions (whether in the securities of the Company or any other company) in a manner which would constitute insider trading or otherwise violate federal or state securities laws or regulations.