Common use of Before the Closing Clause in Contracts

Before the Closing. Any and all non-publicly available information disclosed by or on behalf of the Company or the Principal Stockholders or their representatives to Holding or Acquisition or their representatives, or by or on behalf of Holding or Acquisition or their representatives to the Company or the Principal Stockholders or their representatives, as part of or in connection with the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the receiving Person, as the case may be, shall remain confidential until the Closing Date, except to the extent that Holding or Acquisition in its reasonable judgment must disclose any such information to banks and other institutional lenders in the process of obtaining financing for the transactions contemplated hereby. If the Closing does not take place for any reason, each of the parties agrees not to further divulge or disclose or use for their benefit or purposes any such information of any other party at any time in the future unless it has otherwise become public through no action or omission on the part of any party required hereunder to keep such information confidential. The information intended to be protected hereby shall include without limitation information with respect to finances, customers, sales, representatives, and anything else having an economic or pecuniary benefit to the disclosing party. Notwithstanding the foregoing, if any party is required by law or regulation to disclose any information covered by this Section 9.1(a), the party under such disclosure obligation will provide the party who disclosed such information with prompt notice of such disclosure obligation so that the disclosing party may seek a protective order or take other appropriate action and/or waive compliance with this Section 9.1(a) to the extent of such required disclosure. In the absence of such a waiver, if any party is, in the opinion of its counsel, compelled to disclose any such information of any other party upon pain of liability for contempt or other censure or penalty, the party under such disclosure obligation may disclose such information to the relevant court or other tribunal or governmental authority without liability hereunder, but notwithstanding such disclosure, such information shall remain confidential under this Section 9.1(a) after such disclosure.

Before the Closing. Any and all non-publicly available information disclosed by or on behalf of the Company Holding or the Principal Stockholders or their its representatives to Holding or Acquisition or their representatives, or by or on behalf any of Holding or Acquisition or their representatives to the Company or the Principal Stockholders Investors or their representatives, as part of or in connection with the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the receiving Person, as the case may be, shall remain confidential until the Closing Date, except to the extent that Holding or Acquisition such Investor in its or his reasonable judgment must disclose any such information to banks and other institutional lenders in the process of obtaining financing for the transactions contemplated hereby. If the Closing does not take place for any reason, each of the parties AGI Investors agrees not to further divulge or disclose or use for their benefit or purposes any such information of any other party Holding or its Subsidiaries at any time in the future unless it has otherwise become public through no action or omission on the part of any party required hereunder to keep such information confidential. The information intended to be protected hereby shall include without limitation information with respect to finances, customers, sales, representatives, and anything else having an economic or pecuniary benefit to the disclosing party. Notwithstanding the foregoing, if any party is required by law or regulation to disclose any information covered by this Section 9.1(aclause (a), the party under such disclosure obligation will provide the party who disclosed such information with prompt notice of such disclosure obligation so that the disclosing party may seek a protective order or take other appropriate action and/or waive compliance with this Section 9.1(a9(a) to the extent of such required disclosure. In the absence of such a waiver, if any party is, in the opinion of its counsel, compelled to disclose any such information of any other party upon pain of liability for contempt or other censure or penalty, the party under such disclosure obligation may disclose such information to the relevant court or other tribunal or governmental authority without liability hereunder, but notwithstanding such disclosure, such information shall remain confidential under this Section 9.1(a9(a) after such disclosure.