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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/08/2017|
(b) assuming the due authorization, execution and delivery of this Letter Agreement by the other party, this Letter Agreement constitutes a valid and binding agreement of such party, enforceable against such party in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Law affecting creditors’ rights generally and general principles of equity), and (c) the execution and delivery of, and performance by such party of its obligations under, this Letter Agreement, will not (i) violate any of such party’s or any of its controlled affiliates’ organizational documents, (ii) violate any Applicable Law or (iii) breach (with or without notice or lapse of time or both) any contract, consent decree or other document binding on such party or any of its controlled affiliates, in the case of clauses (ii) and (iii), in any respect material to such party and its controlled affiliates, taken as a whole.
Each party shall not disclose, and shall not permit its controlled affiliates to disclose, and shall cause its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents (collectively, “Representatives”) to not disclose, any Confidential Information (as defined below), except that (i) a party may disclose Confidential Information to its controlled affiliates and its and their respective Representatives who need to know such Confidential Information for the purpose of advising such party in connection with its operations in the Cooperation Field as long as such party advises them of the confidential nature thereof and of the terms of this paragraph, and direct them to hold such Confidential Information in accordance with the terms of this paragraph, and (ii) a party, its controlled affiliates and its and their respective Representatives may disclose Confidential Information to the extent required by Applicable Law (including judicial or administrative process) or the rules of any stock exchange on which such party’s equity securities are traded (based on the advice of outside counsel); provided that the disclosing party shall provide advance notice to the other party of any such proposed disclosure (unless notice is prohibited by Applicable Law), shall consider the other party’s comments to such proposed disclosure in good faith, shall reasonably cooperate, at the other party’s expense, in connection with the other party’s efforts to obtain promptly any reasonably available confidential treatment and/or a protective order, and, in the absence of obtaining confidential treatment or a protective order, may only disclose that portion of the Confidential Information that is required to be so disclosed. Notwithstanding the foregoing, Comcast’s obligations hereunder shall not be deemed to be breached by any disclosure by NBCUniversal Media, LLC or any of its other affiliates in the ordinary course of their business of disseminating news and information; provided that the individuals involved in such dissemination received such information from a source other than personnel of Comcast, any of its controlled affiliates or any of its or their respective Representatives that were involved in the negotiation of this Letter Agreement or the cooperation or other transactions contemplated hereby. In addition, each party shall not use, and shall not permit its controlled affiliates to use, and shall cause its and their respective Representatives to not use, the other party’s Confidential Information for any purpose other than solely for the purpose of the cooperation between the parties described in this Letter Agreement. Each party agrees that it shall be liable for any breach by its controlled affiliates and its and their respective Representatives of the terms of this paragraph, in each case, as if such party had committed such breach itself.
For purposes of this Letter Agreement, “Confidential Information” means all information, documents and materials obtained in connection with the subject matter of this Letter Agreement and/or the parties’ performance hereunder, whether printed or in machine-readable form or otherwise, including but not limited to specifications, performance metrics, processes, hardware, software, inventions, trade secrets, ideas, designs, research, know-how, production plans, usage data, policies, programs and procedures relating to and including but not limited to organizational structure, management, network designs, bandwidth or spectrum requirements, customer service