Seller Confidential Information. Except as otherwise agreed to by Seller in writing, Buyer shall, and shall cause its directors, officers, consultants, advisors, agents, employees and representatives to, treat the existence of and the terms of this Agreement as strictly confidential except (i) Buyer may disclose this Agreement and its terms to Buyer’s tax, legal or financial advisors, (ii) as necessary to enforce Buyer’s rights hereunder or (iii) if Buyer is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Buyer agrees that at all times from and after the date hereof until the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Seller Confidential Information. For purposes of this Agreement, “Seller Confidential Information” means, any and all proprietary or confidential information regarding Seller or the Assets or the Business, including, without limitation, know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Buyer, its Affiliates or any of their representatives which violates this Section 6.1), or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.
Seller Confidential Information. Buyer will keep confidential, except as may be approved in writing by Seller, or as may be necessary for the proper discharge by Buyer of its duties under this Agreement, or as may be necessary to be disclosed to taxing authorities and accountants preparing Buyer’s tax reports and filings or as may be necessary pursuant to the Buyer’s obligations under applicable federal or state securities laws or as may be necessary to respond to legal process, (i) the terms and provisions of this Agreement, (ii) any and all information received by or in the possession of Buyer relating to Seller’s business which is either non-public, confidential or proprietary (including but not limited to customer lists and customer information), or (iii) any and all analyses, compilations, data, studies or other documents prepared by or for Buyer or Seller or relating to the Acquired Assets (the “Seller Confidential Information”, and together with the Buyer Confidential Information, the “Confidential Information”). Notwithstanding the foregoing, subject to applicable law, Buyer may also use and disclose Seller Confidential Information to third parties for the financing, repair, operation and maintenance of the Acquired Assets and in addition, Buyer may disclose Seller Confidential Information to prospective purchasers of, and/or parties providing financing with respect to, the Acquired Assets; provided, however, that in each case such disclosures will be subject to the written agreement of such third party to keep Seller Confidential Information confidential, not disclose the same to any third party without the prior written consent of the Seller, and not use any Seller Confidential Information for any purposes other than those included in this Section 7.2. Such confidentiality agreements will be in writing and governed by terms and conditions substantially similar to those in this Agreement.
Seller Confidential Information. 8.5.1 Buyer acknowledges that Seller Confidential Information (as defined below) is valuable and proprietary to Seller and Buyer agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information without the prior written consent of Seller. For purposes of this Agreement, “
Seller Confidential Information. After the Closing Date, neither Seller, nor any Shareholder will for any reason, directly or indirectly, for itself or any other entity or person, use or disclose any trade secrets, confidential information, know-how, proprietary information or other Seller Intellectual Property transferred pursuant to this Agreement; provided, however, that this Section 3.2 shall not apply to information (i) which is, or at any time becomes, available in the public domain (other than as a result of disclosure by Seller or any Shareholder, (ii) which is required to be disclosed by law or court or administrative order (provided that Buyer is given written notice of such required disclosure and a reasonable opportunity to take steps to maintain the confidentiality thereof), or (iii) which Buyer authorizes in writing may be disclosed. Notwithstanding anything herein to the contrary, the obligations of Seller and each Shareholder under this Section 3.2 shall be binding upon their respective successors and assigns.
Seller Confidential Information. The term shall have the meaning set forth in Section 8.5.1.
Seller Confidential Information. Subject to Section 3.3, the Seller may from time to time furnish the Purchaser with information that it clearly marks as confidential or proprietary; further, the Purchaser acknowledges that the Licensed Patents (other than patents and patent applications that are publicly available) and Licensed Non-Patent IP embody or contain valuable trade secrets and other confidential and proprietary information of the Seller (such furnished information along with the Licensed Patents and Licensed Non-Patent IP are collectively “Seller Confidential Information”). During the Confidentiality Period, the Purchaser will not use any Seller Confidential Information for any purpose not expressly permitted by this Agreement, and will disclose the Seller Confidential Information only to its employees and permitted sublicensees who have a need to know such Seller Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Purchaser’s duty hereunder. Notwithstanding the foregoing, the Purchaser may disclose the Seller Confidential Information to authorized sublicensees that are distributors and customers of the Purchaser Products solely to the extent that such disclosure is reasonably necessary to facilitate the use and operation of the Purchaser Products by such distributors and customers. During the Confidentiality Period, the Purchaser will protect the Seller Confidential Information from unauthorized use, access, or disclosure in the same manner as the Purchaser protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
Seller Confidential Information. Seller shall, and shall cause its Affiliates and Representatives to, hold in confidence (unless and to the extent compelled to disclose by judicial or administrative process or by other requirements of law) all Seller Confidential Information (as defined below) and shall not disclose the same to any third party except as may reasonably be necessary to carry out this Agreement and the transactions contemplated hereby. As used in this Section, "Seller Confidential Information" shall mean all information concerning the Business or Buyer, except information (i) ascertainable or obtained from public information, (ii) received from a third party not employed by or otherwise affiliated with Seller or Buyer, (iii) which is or becomes known to the public, other than through a breach of this Agreement, or (iv) furnished to Seller for use in any governmental or regulatory filing. 6.3
Seller Confidential Information. The Sellers may from time to time communicate to the Purchaser, or the Purchaser may otherwise gain access to, certain confidential business or technical information with respect to the Seller’s operations, business plans or intellectual property (excluding , for the purposes of this Agreement, any information relating to the EL Business) after the date of this Agreement (the “Seller Confidential Information”). The Purchaser shall not disclose, or permit the disclosure of, any Seller Confidential Information to any third party without the express prior written consent of the Seller. The Purchaser shall use the Seller Confidential Information only for purposes of this Agreement and shall not make any other use thereof without the express prior written consent of the Seller. Without limiting the generality of the foregoing, the Purchaser shall limit the use and disclosure of the Seller Confidential Information to those of its employees who need such information for the purposes of this Agreement, and the Purchaser shall ensure that each employee who has access to the Seller Confidential Information complies with the obligations set forth above.
Seller Confidential Information. During the Restricted Period, Buyer shall, and Buyer shall cause each of its Affiliates to, maintain in confidence all Seller Confidential Information disclosed to or otherwise obtained by Buyer, Seller or any such other Affiliate, whether before, on or after the Closing Date, and not disclose any Seller Confidential Information to any Person, and not use any Seller Confidential Information for Buyer’s own benefit or the benefit of any Affiliate or Third Party. Nothing in this Agreement, however, shall prohibit Buyer or any Affiliate thereof from using or disclosing Seller Confidential Information: (i) to the extent reasonably necessary for Buyer to enforce the terms of this Agreement or any other agreement or instrument executed in connection herewith, (ii) to the extent Buyer or any applicable Affiliate determines that such use or disclosure is reasonably necessary for the pursuit or defense of any Proceeding against or by Seller, Parent or any Affiliate thereof, including in connection with challenging or defending any claim for indemnification by a Seller Indemnified Party under Section 7.2, (iii) to the extent required by Law (including the rules and regulations of any U.S. stock exchange or automated dealer quotation system) or accounting requirements, including in connection with any accounting, audit, Tax or regulatory compliance of Buyer, or (iv) to the extent disclosure is mandated by any Governmental Order, provided that, in the case of clauses (ii) and (iv) above, Buyer (A) provides Parent with written notice of such mandated disclosure prior to such disclosure being made, (B) cooperates reasonably with Parent in any Parent effort to obtain a protective order or other confidentiality treatment with respect to such Seller Confidential Information whose disclosure is mandated, and (C) discloses only that portion of such Seller Confidential Information required to be disclosed.
Seller Confidential Information. Buyer shall, and shall cause its Affiliates to, keep in confidence and shall not use, and shall cause its Affiliates not to use, for its or their own benefit or for the benefit of any third parties, or divulge to any third parties, any confidential information, knowledge, data or plans of Seller or its Affiliates, including without limitation any confidential information, knowledge, date or plans relating to the Purchased Business other than in connection with the operation of the Purchased Business as contemplated by this Agreement (collectively, the “Seller Confidential Information”). Seller Confidential Information shall be considered and kept as the private, proprietary and confidential information of Seller or such Affiliate, as the case may be, and may not be divulged without the express written authorization of Seller.
