Seller Confidentiality. Seller shall keep confidential, and cause its respective Affiliates and each of their respective officers, directors, employees, representatives and advisors to keep confidential (i) from the date hereof, all Confidential Information being provided to Seller by or on behalf of Purchaser regarding Purchaser, any of its Affiliates, and any of its or their businesses in connection with the transactions contemplated by this Agreement and (ii) after the Closing Date and subject to the consummation of the Closing, all Confidential Information regarding the Buisness, Purchased Assets, Assumed Liabilities, and Subsidiary.
Seller Confidentiality. Until the third anniversary of the Closing (or, with respect to information relating to any Assigned Contract, until the termination date of such contract, if later), the Seller will treat and hold as confidential all of the confidential information relating to the Buyer disclosed to the Seller in the course of the Seller's investigation of the Buyer and all of the confidential information relating to the Purchased Assets previously treated by Seller as confidential (the "Buyer Confidential Information"), and shall refrain from using or disclosing any of the Buyer Confidential Information, except (a) to authorized representatives of the Seller expressly in connection with the transactions contemplated hereby, or (b) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.5), unless disclosure is required by law or order of any governmental authority under color of law. In the event that the Seller is requested or required (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Buyer Confidential Information, the Seller will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 5.5. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller is, based on an opinion of counsel, compelled to disclose any Buyer Confidential Information to any tribunal or else stand liable for contempt, the Seller may disclose the Buyer Confidential Information to the tribunal; provided, however, that the -------- ------- Seller shall, upon
Seller Confidentiality. Following the Closing, the Seller shall, and shall cause its Affiliates, agents and representatives other than the Company (each of the foregoing, collectively, “Seller Related Parties”) to, (i) maintain the confidentiality of, (ii) not use, and (iii) not divulge to any Person, any Confidential Information, except with the prior written consent of Buyer, or as may be required by applicable Law; provided, that the Seller and each Seller Related Party shall not be subject to such obligation of confidentiality for information that (A) otherwise becomes lawfully available to the Seller or Seller Related Party after the Closing Date on a non-confidential basis from a third party who is not under an obligation of confidentiality to Buyer or the Company, or (B) is or becomes generally available to the public without breach of this Agreement by the Seller or Seller Related Party. If Seller or any Seller Related Party shall be required by applicable Law or similar legal process or requested by any Governmental Authority to divulge any such Confidential Information, Seller or such Seller Related Party shall provide Buyer with prompt written notice of each such request (to the extent legally permissible) so that the Buyer may seek an appropriate protective order or other appropriate remedy, and Seller or such Seller Related Party shall cooperate with Buyer to obtain a protective order or other remedy; provided, that, in the event that a protective order or other remedy is not obtained, Seller or such Seller Related Party shall furnish only that portion of such information which, in the opinion of its counsel, Seller or such Seller Related Party is legally compelled to disclose and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any such information so disclosed.
Seller Confidentiality. For a period of three years after the Closing Date, Seller shall keep confidential, and cause its Affiliates and its and their respective Representatives to keep confidential, all information relating to the Business, except as required by law or administrative process and except for information that is available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 5.02(b).
Seller Confidentiality. (i) From and after the Closing, Seller will not, and Seller will cause its Affiliates and its and their Representatives not to, directly or indirectly, use or disclose (other than to or on behalf of Buyer) any Buyer Proprietary Information. This Section 5.8(b) shall survive the Closing and shall continue indefinitely; provided, however, that the restrictions in this Section 5.8(b) shall terminate on the fifth (5th) anniversary of the Closing with respect to any Buyer Proprietary Information that does not then constitute a trade secret under applicable Legal Requirements. Nothing in this Section 5.8(b) shall be construed to limit or supersede the common law of torts or statutory or other protection of trade secrets where such law provides greater or longer protection than provided in this Section 5.8(b).
Seller Confidentiality. 17 5.6 Cooperation.......................................................................... 18 5.7
Seller Confidentiality. Seller expressly acknowledges and agrees that the transactions contemplated by this Agreement and the terms, conditions and negotiations concerning the same, whether written or oral, shall be held in the strictest confidence by Seller and shall not be disclosed by Seller except to its legal counsel, surveyor, title company, broker, accountants, consultants, officers, partners, directors and shareholders and any lenders, financial partners and their agents, consultants and representatives (the “Seller Authorized Representatives”). Seller agrees that it shall instruct each of the Seller Authorized Representatives to maintain the confidentiality of such information. Seller agrees to be responsible for all actual damages, losses, costs, liabilities and expenses incurred by or asserted against Purchaser due to the breach by Seller or any Seller Authorized Representative of the confidentiality provisions set forth in this Agreement. Nothing contained in this Section 15.1.2 shall preclude or limit Seller from disclosing or accessing any information otherwise deemed confidential under this Section 15.1.2 in connection with Seller’s enforcement of its rights following a disagreement hereunder or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with Authorities required by reason of the transactions provided for herein. The provisions of this Section 15.1.2 shall survive any termination of this Agreement but shall not survive the Closing.
Seller Confidentiality. Subject to Section 12.2, for one year from the Closing Date, Seller shall keep confidential all information relating to MSWC and the Subsidiaries that is not generally known in the trade or industry and about which Seller has knowledge as a result of its participation in, and beneficial ownership of, MSWC and the Subsidiaries (“Confidential Information”). As used herein, Confidential Information shall not include: (i) any information that is subsequently disclosed by Buyer to third parties without confidentiality restrictions, (ii) any information that is required to be disclosed pursuant to court order, government rules and regulations or similar legal process, (iii) information that becomes publicly known through no unauthorized act of Seller, (iv) information independently developed by employees of Seller with no access to the Confidential Information, (v) information used in connection with obtaining consents or approvals set forth in this Agreement and (vi) information used in connection with exercising or enforcing rights under this Agreement.
Seller Confidentiality. Until the seven year anniversary of the Closing Date, Seller shall not use or disclose to any third party, any Confidential Information.
Seller Confidentiality. Subject to Applicable Law, Seller shall, and shall cause its agents, representatives, employees, managers, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information relating to the Business and/or the Acquired Assets that it has treated as confidential prior to the date hereof, including information relating to finances, trade secrets, processes, non-public patent and trademark applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, operations methods, product development techniques, business acquisition plans, personnel, personnel acquisition plans and any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis of any of the foregoing (“Confidential System Information”), (ii) in the event that Seller or any such agent, representative, employee, manager, officer or director becomes legally compelled to disclose any such Confidential System Information, provide Purchaser with prompt written notice of such requirement, and provide reasonable cooperation to Purchaser (at Purchaser’s expense), so that Purchaser may seek a protective order or other remedy, (iii) if such protective order or other remedy is not obtained, furnish only that portion of such Confidential System Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such information, and (iv) promptly furnish upon request (prior to, at, or as soon as practicable following, the Closing) to Purchaser any and all copies (in whatever form or medium) of all such Confidential System Information then in the possession of Seller or any of its agents, representatives, employees, managers, officers and directors and maintain in strict confidence as corporate records any and all additional copies then in the possession of Seller or any of its agents, representatives, employees, managers, officers and directors of such information; provided, however, that this section shall not apply to any information that, at the time of disclosure, is available publicly other than as a result of a breach of this Agreement by Seller, its agents, representatives, employees, managers, officers or directors or is disclosed by Purchaser without a duty of confidentiality; provided further, that specific information ...
