Person is a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (y) does not include a statement as to or an admission of fault or culpability by or on behalf of such Indemnified Person. In addition, if and only if the Closing Date occurs, you hereby agree to reimburse us at the Closing Date for all reasonable and documented out-of-pocket costs and expenses (limited, in the case of legal expenses, to the reasonable and documented legal fees and expenses of a single primary counsel for the Commitment Parties taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) for the Commitment Parties taken as a whole), and printing, reproduction, document delivery, travel and communication and marketing costs incurred in connection with the syndication and execution of the Bridge Facility, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter and the Financing Documentation. For the avoidance of doubt, no Indemnified Person shall be entitled to indemnification pursuant to this paragraph for income or similar taxes imposed on the fees it receives pursuant to this Commitment Letter or the Fee Letter, and any obligation to gross-up the payment of any such fees in respect of taxes shall be governed by the Fee Letter. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.
Confidentiality.
You agree that neither the existence of this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter nor any of their contents shall be disclosed by you or any of your affiliates, directly or indirectly, to any other person, without the prior written consent of the Commitment Parties (such consent not to be unreasonably withheld, conditioned or delayed) except (a) as may be compelled in any legal, judicial or administrative proceeding or as otherwise required by law, rule or regulation (including in any Form 8-K, Form S-4 or proxy statement required to be filed in connection with the transactions contemplated hereby) or as requested by a governmental agency or authority (in which case you agree to the extent permitted by law, to inform us promptly thereof), (b) to your subsidiaries and to your and their respective directors, officers, employees, affiliates, agents and advisors, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the Transactions, (c) in any syndication or other marketing material in connection with the Bridge Facility or any Other Credit Facility or in connection with any public release or filing relating to the Transactions, (d) to Moody’s, S&P and Fitch in connection with the Transactions, (e) in connection with protecting or enforcing your rights hereunder or under the Original Commitment Letter, the Fee Letter or the Original Fee Letter or defending any claim brought hereunder or under the Original Commitment Letter, the Fee Letter or the Original Fee Letter and (f) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by you (but, in the case of clauses (c) and (d), not the Fee Letter, the Original Fee Letter or the contents thereof other than the existence thereof and the contents thereof as part of the projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other disclosures). In addition, this Commitment Letter, the Original Commitment Letter and, to the extent the amounts and percentages of the fees and other economic terms have been customarily redacted for transactions of this type, the Fee Letter and the Original Fee Letter may be disclosed to the Target and its directors, officers, employees, affiliates, members, partners, agents and advisors, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the Transactions. This paragraph shall automatically terminate (other than with respect to the Fee Letter, the Original Fee Letter and the contents thereof) on the second anniversary of the Original Signing Date.
The Commitment Parties shall use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Transactions and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties agree to use commercially reasonable efforts to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority)), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by such Commitment Party or its Related Persons, (d) to the Commitment Parties’ respective affiliates and their and such affiliates’ respective directors, officers, employees, affiliates, members, partners, stockholders, agents and advisors, legal counsel and accountants, employees, legal counsel, independent auditors and other experts, agents or representatives who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and are directed to comply with the provisions of this paragraph (and each Commitment Party shall be responsible for compliance by such affiliates, directors, officers, partners, stockholders, employees, legal counsel, independent auditors and other experts, agents or representatives with the provisions of this paragraph), (e) for purposes of establishing a “due diligence” defense, (f) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, (g) to the extent that such information is independently developed by the Commitment Parties without the use of any other confidential information provided by you or on your behalf, (h) to potential Lenders, participants or assignees (in each case, other than a Disqualified Lender) who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as
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