Common use of Restricted Use of Confidential Information Clause in Contracts

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: (i) will be kept confidential by the Receiving Party; (ii) will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal (each, a “Seller Contact”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”). Each of Buyer, Seller, and Selling Principal will disclose the Confidential Information of the other Parties only to its representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, or Selling Principal, as the case may be, of the obligations of this Section 12 with respect to such Confidential Information. Each of Buyer, Seller, and Selling Principal will: (a) enforce the terms of this Section 12 as to its respective representatives; (b) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Section 12; and (c) be responsible and liable for any breach of the provisions of this Section 12 by it or its representatives. Unless and until this Agreement is terminated, Seller and Selling Principal will maintain as confidential any Confidential Information of Seller or Selling Principal relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: (i) will be kept confidential by the Receiving Party; (ii) will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller Company with respect to the Confidential Information of Seller Company or Selling Principal Company Shareholders (each, a “Seller Company Contact”) or an authorized representative of Buyer Purchaser with respect to the Confidential Information of Buyer Purchaser (each, a “Buyer Purchaser Contact”). Each of BuyerPurchaser, SellerCompany, and Selling Principal Company Shareholders will disclose the Confidential Information of the other Parties only to its representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by BuyerPurchaser, SellerCompany, or Selling PrincipalCompany Shareholders, as the case may be, of the obligations of this Section 12 10 with respect to such Confidential Information. Each of BuyerPurchaser, SellerCompany, and Selling Principal Company Shareholders will: (a) enforce the terms of this Section 12 10 as to its respective representatives; (b) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Section 1210; and (c) be responsible and liable for any breach of the provisions of this Section 12 10 by it or its representatives. Unless and until this Agreement is terminated, Seller Company and Selling Principal Company Shareholders will maintain as confidential any Confidential Information of Seller Company or Selling Principal Company Shareholders relating to any of the Assets assets or the Assumed Liabilitiesliabilities. Notwithstanding the preceding sentence, Seller Company and Selling Principal Company Shareholders may use any Confidential Information of Seller Company before the Closing only in the Ordinary Course of Businessbusiness. From and after the Closing, the provisions of this Section 12 10 will not apply to or restrict in any manner BuyerPurchaser’s use or disclosure of any Confidential Information of Seller Company or Selling Principal Company Shareholders relating to the Business business or any of the Assets assets or the Assumed Liabilitiesliabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 10 will not apply to or restrict in any manner BuyerPurchaser’s use or disclosure of any Confidential Information of Seller Company or Selling Principal Company Shareholders arising out of or relating to BuyerPurchaser’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: Information (i) will shall be kept confidential by the Receiving Party; (ii) will shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal Shareholder (each, a “"Seller Contact”") or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “"Buyer Contact”"). Each of Buyer, Seller, Buyer and Selling Principal will Seller and Shareholder shall disclose the Confidential Information of the other Parties party only to its representatives Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, Seller or Selling PrincipalShareholder, as the case may be, of the obligations of this Section 12 Article 10 with respect to such Confidential Informationinformation. Each of Buyer, Seller, Seller and Selling Principal will: Shareholder shall (aiv) enforce the terms of this Section 12 Article 10 as to its respective representativesRepresentatives; (bv) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Section 12Article 10; and (cvi) be responsible and liable for any breach of the provisions of this Section 12 Article 10 by it or its representativesRepresentatives. Unless and until this Agreement is terminated, Seller and Selling Principal will Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Selling Principal Shareholders of the type referred to in Sections 10.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholder relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of BusinessAssets. From and after the Closing, the provisions of this Section 12 will 10.2(a) above shall not apply to or restrict in any manner Buyer’s 's use or disclosure of any Confidential Information of the Seller or Selling Principal Shareholders relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential InformationAssets.

Restricted Use of Confidential Information. Each Receiving Party Purchaser acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: all information furnished to it in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby (i) will be kept confidential is subject to the Confidentiality Agreement, the terms of which are incorporated herein by the Receiving Party; reference, and (ii) will not be used subject to Section 2 of the Confidentiality Agreement, constitutes Confidential Information. Notwithstanding anything to the contrary contained in the Confidentiality Agreement (including any expiration or termination thereof in accordance with its terms), the parties hereto agree that (A) during the period from the Execution Date to the Closing Date, Purchaser shall hold all Confidential Information in accordance with the obligations set forth in the Confidentiality Agreement (as if Purchaser were the Receiving Party thereunder) and (B) from and after the Closing Date, for a period of five (5) years, (x) Purchaser shall hold all Confidential Information, to the extent relating to any Excluded Assets, Excluded Liabilities or Employees (other than Transferred Employees), in accordance with the confidentiality and non-use obligations set forth in the Confidentiality Agreement (as if Purchaser were the Receiving Party thereunder) and (y) Sellers shall hold all Confidential Information, to the extent relating to any Acquired Assets, Assumed Liabilities or Transferred Employees, in accordance with the confidentiality and non-use obligations set forth in the Confidentiality Agreement (as if Sellers were the Receiving Party thereunder). If this Agreement is terminated for any reason or purpose other than prior to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal (each, a “Seller Contact”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”). Each of Buyer, Seller, and Selling Principal will disclose the Confidential Information of the other Parties only to its representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, or Selling Principal, as the case may be, of the obligations of this Section 12 with respect to such Confidential Information. Each of Buyer, Seller, and Selling Principal will: (a) enforce the terms of this Section 12 as to its respective representatives; (b) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Section 12; and (c) be responsible and liable for any breach of the provisions of this Section 12 by it or its representatives. Unless and until this Agreement is terminated, Seller and Selling Principal will maintain as confidential any Confidential Information of Seller or Selling Principal relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12 will not apply to or restrict Confidentiality Agreement shall continue in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from full force and after the Effective Date, the provisions of this Section 12 will not apply to or restrict effect in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Informationaccordance with its terms.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: Information (i) will shall be kept confidential by the Receiving Party; (ii) will shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal (each, a “Seller Contact”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”). Buyer shall not disclose to third parties, without Seller’s prior written consent, any of Seller’s Confidential Information, including but not limited to, Seller’s research, production, operational, or testing methods, results, or calculation techniques and shall not use Seller’s Confidential Information as a basis for developing competing methods, results or calculation techniques. Each of Buyer, Seller, Buyer and Selling Principal will Seller shall disclose the Confidential Information of the other Parties party only to its representatives Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, Buyer or Selling Principal, Seller as the case may be, of the obligations of this Section 12 Article 8 with respect to such Confidential Informationinformation. Each of Buyer, Seller, Buyer and Selling Principal will: Seller shall (aiv) enforce the terms of this Section 12 Article 8 as to its it respective representatives; Representatives (bv) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Section 12Article 8; and (cvi) be responsible and liable for any breach of the provisions of this Section 12 Article 8 by it or its representatives. Unless and until this Agreement is terminated, Seller and Selling Principal will maintain as confidential any Confidential Information of Seller or Selling Principal relating to any of the Assets or the Assumed LiabilitiesRepresentatives. Notwithstanding the preceding sentenceabove, Seller and Selling Principal may Buyer shall have the right to use any Confidential Information those trade secrets of Seller before listed on Schedule 8.2(a) which relate only to the Closing only operation of the equipment located in the Ordinary Course of Business. From Lab and after the Closing, the provisions of this Section 12 will shall not apply be free to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal relating to the Business or transfer any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply such trade secrets to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential InformationThird Parties.

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: Information (i) will shall be kept confidential by the Receiving Party; (ii) will shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent Consent of an authorized representative Representative of Seller with respect to the Confidential Information of Seller or Selling Principal (each, a “Seller Contact”) or an authorized representative Representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”)Buyer. Each of Buyer, Seller, Buyer and Selling Principal will Seller shall disclose the Confidential Information of the other Parties party only to its representatives Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, or Selling Principal, Buyer and Seller as the case may be, of the obligations of this Section 12 Article XIII with respect to such Confidential Informationinformation. Each of Buyer, Seller, Buyer and Selling Principal will: Seller shall (aiv) enforce the terms of this Section 12 Article XIII as to its respective representativesRepresentatives; (bv) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Section 12Article XIII; and (cvi) be responsible and liable for any breach Breach of the provisions of this Section 12 Article XIII by it or its representativesRepresentatives. Unless and until this Agreement is terminated, Seller and Selling Principal will shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 13.1(i), (ii) and (iii), whether or Selling Principal not disclosed to Buyer) of the Seller relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12 will 13.2 above shall not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of the Seller or Selling Principal relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: Information (i) will shall be kept confidential by the Receiving Party; , (ii) will shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, will shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal (each, a “Seller Contact”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”). Each of Buyer, Seller, Buyer and Selling Principal will Seller shall disclose the Confidential Information of the other Parties party only to its representatives Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Buyer or Seller, or Selling Principal, as the case may be, of the obligations of this Section Article 12 with respect to such Confidential Informationinformation. Each of Buyer, Seller, Buyer and Selling Principal will: (a) Seller shall use their Best Efforts to enforce the terms of this Section Article 12 as to its respective representatives; (b) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Section 12; and (c) be responsible and liable for any breach of the provisions of this Section 12 by it or its representativesRepresentatives. Unless and until this Agreement is terminated, Seller and Selling Principal will shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.1(a)(i), (ii) and (iii), whether or Selling Principal not disclosed to Buyer) of the Seller relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of BusinessBusiness in connection with the transactions permitted by Section 5.2. From and after the Closing, the provisions of this Section 12 will 12.2(a) above shall not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of the Seller or Selling Principal relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: Information (i) will shall be kept confidential by the Receiving Party; (ii) will shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal Shareholders (each, a “Seller Contact”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”). Each of Buyer, Seller, Buyer and Selling Principal will Seller and Shareholders shall disclose the Confidential Information of the other Parties party only to its representatives Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, Seller or Selling PrincipalShareholders, as the case may be, of the obligations of this Section Article 12 with respect to such Confidential Informationinformation. Each of Buyer, Seller, Seller and Selling Principal will: Shareholders shall (aiv) enforce the terms of this Section Article 12 as to its respective representativesRepresentatives; (bv) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Section Article 12; and (cvi) be responsible and liable for any breach of the provisions of this Section Article 12 by it or its representatives. Unless and until this Agreement is terminated, Seller and Selling Principal will maintain as confidential any Confidential Information of Seller or Selling Principal relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of BusinessRepresentatives. From and after the Closing, the provisions of this Section 12 will shall not apply to or restrict in any manner Buyer’s use or disclosure of any Exhibit 10(a) Confidential Information of the Seller or Selling Principal Shareholders relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information: (i) will be kept confidential by the Receiving Party; (ii) will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller or Selling Principal Principals (each, a “Seller Contact”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a “Buyer Contact”). Each of Buyer, Seller, and Selling Principal Principals will disclose the Confidential Information of the other Parties only to its representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Seller, or Selling PrincipalPrincipals, as the case may be, of the obligations of this Section 12 with respect to such Confidential Information. Each of Buyer, Seller, and Selling Principal Principals will: (a) enforce the terms of this Section 12 as to its respective representatives; (b) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Section 12; and (c) be responsible and liable for any breach of the provisions of this Section 12 by it or its representatives. Unless and until this Agreement is terminated, Seller and Selling Principal Principals will maintain as confidential any Confidential Information of Seller or Selling Principal Principals relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller and Selling Principal Principals may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal Principals relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal Principals arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters underwriters, market makers, or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.