Common use of Post-Closing Confidentiality Clause in Contracts

Post-Closing Confidentiality. (a) For a period of four (4) years from the Closing Date, Seller shall hold and shall cause its Affiliates to hold, and shall each cause its past, present and future representatives to hold, in confidence and not use, disclose or release without the prior written consent of Purchaser, any and all Purchaser Confidential Information; provided, that Seller may disclose, or may permit disclosure of, Purchaser Confidential Information (i) to its representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to Seller and in respect of whose failure to comply with such obligations Seller will be responsible or (ii) to the extent legally compelled to do so if Seller, its Affiliates or its representatives are compelled to disclose any such Purchaser Confidential Information by judicial or administrative process or, in the opinion of independent legal counsel, by other requirements of Law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Purchaser Confidential Information is made pursuant to clause (ii) above, Seller shall promptly notify Purchaser of the existence of such request or demand and shall provide Purchaser a reasonable opportunity to seek an appropriate protective order or other remedy, which Seller will cooperate with Purchaser in obtaining (each at its own expense). In the event that such appropriate protective order or other remedy is not obtained, Seller shall furnish, or cause to be furnished, only that portion of the Purchaser Confidential Information that is legally compelled to be disclosed. “

Post-Closing Confidentiality. (a) For a period Seller and Purchaser hereby agree that the Confidential Disclosure Agreement shall terminate, and no party shall have any further obligations thereunder, effective concurrently with the Closing, other than Purchaser’s obligations with respect to the confidentiality and non-use of four information exclusively related to the Excluded Assets and the Excluded Liabilities. (4b) years from From and after the Closing Dateand except as required by applicable Law, Seller shall hold shall, and shall cause its Affiliates and Representatives to, (i) treat and hold as confidential any information to holdthe extent concerning the Acquired Assets or the Assumed Liabilities that is not, and shall each cause its pastas of the Closing, present and future representatives generally available to hold, in confidence and not use, disclose or release without the prior written consent of Purchaser, any and all Purchaser public (the “Confidential Information”) and (ii) refrain from using any of the Confidential Information for commercial purposes; provided, however, that “Confidential Information” shall not include (x) any information that becomes publicly available after the Closing Date through no fault of Seller may discloseor any of its Affiliates and Representatives, or may permit disclosure of, Purchaser Confidential Information (iy) to its representatives who have a need to know such any information and are informed that after the Closing Date is legitimately received by Seller or any of their obligation to hold such information confidential to the same extent as is applicable to Seller and in respect of whose failure to comply with such obligations Seller will be responsible or (ii) to the extent legally compelled to do so if Seller, its Affiliates or its representatives are compelled Representatives from a third Person (provided that such third Person is not bound by an obligation of secrecy with respect to disclose any such Purchaser Confidential Information by judicial or administrative process or, in the opinion of independent legal counsel, by other requirements of Lawinformation). Notwithstanding the foregoing, Seller agrees that in the event that it (or any demand of its Affiliates or request for disclosure of Purchaser Representatives) is required by Law to use or disclose any Confidential Information is made pursuant to clause (ii) aboveInformation, Seller shall promptly notify inform Purchaser in advance of the existence of any such request or demand and required disclosure, shall provide Purchaser a use commercially reasonable opportunity efforts to seek an appropriate protective order or other remedy, which Seller will cooperate with Purchaser in obtaining (each at its own expense). In the event that such appropriate a protective order or other remedy is not obtainedprotection in respect of such required disclosure, Seller and shall furnish, or cause limit such disclosure to be furnished, only that portion of the Purchaser Confidential Information that is legally compelled to be disclosedextent reasonably possible while still complying with such Law. “Section 5.12.

Post-Closing Confidentiality. From and after the Closing, Sellers shall, and shall direct its Representatives and Affiliates to, keep confidential and not disclose any and all information relating to the Assets (the “Restricted Information”), and shall not, directly or indirectly, use such Restricted Information for any purpose, except as and to the extent permitted by the terms of this Agreement or the Transaction Documents. The obligation shall continue indefinitely from the Closing Date and shall not apply to any information that (a) For is in the public domain, (b) is published or otherwise becomes part of the public domain through no fault of Sellers or any of their respective Affiliates or (c) becomes available to Sellers or any of their respective Affiliates on a period of four (4) years non-confidential basis from the Closing Date, Seller shall hold and shall cause its Affiliates to hold, and shall each cause its past, present and future representatives to hold, in confidence and a source that did not use, disclose or release without the prior written consent of Purchaser, any and all Purchaser Confidential Information; provided, that Seller may disclose, or may permit disclosure of, Purchaser Confidential Information (i) to its representatives who have a need to know acquire such information and are informed of their obligation to hold such information (directly or indirectly) on a confidential to the same extent as is applicable to Seller and in respect of whose failure to comply with such obligations Seller will be responsible or (ii) to the extent legally compelled to do so if Seller, its Affiliates or its representatives are compelled to disclose any such Purchaser Confidential Information by judicial or administrative process or, in the opinion of independent legal counsel, by other requirements of Lawbasis. Notwithstanding the foregoing, in Sellers may make disclosures required by applicable Law or as is necessary to enforce this Agreement; provided, however, that Sellers, to the event that any demand or request for disclosure of Purchaser Confidential Information is made pursuant to clause (ii) aboveextent practicable, Seller shall promptly notify Purchaser of the existence of such request or demand and shall provide Purchaser Buyer with prompt notice thereof so that Buyer, at its sole cost and expense, may seek a reasonable opportunity to seek an appropriate protective order or other remedy, which Seller will cooperate appropriate remedy or waive compliance with Purchaser in obtaining (each at its own expense)the provisions of this Section 6.11. In the event that such appropriate protective order or other remedy is not obtainedobtained or Buyer waives compliance with the provisions of this Section 6.11, Seller Sellers shall furnish, or shall cause the Person required to be furnished, disclose such Restricted Information to furnish only that portion of the Purchaser Confidential Information information that such Person is legally compelled required, and, to be disclosed. “the extent practicable, Sellers shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Restricted Information so furnished.