Post-Closing Confidentiality. From and after the Closing Date until the fourth (4th) anniversary thereof, the Equityholders’ Representative and each of the Sellers shall, and shall cause his, her or its Affiliates to, keep confidential (except as may be disclosed to his, her or its Affiliates, attorneys, accountants, financial advisors or other representatives) and not use or disclose any and all confidential information relating directly to Purchaser or the Acquired Businesses that remains in or comes into his, her or its possession after the Closing. The foregoing will not preclude the Equityholders’ Representative, the Sellers and the foregoing Persons from (a) disclosing such confidential information if compelled to disclose the same by judicial or administrative process or by other requirements of law (subject to the following sentence), (b) discussing, disclosing or using such confidential information if the same hereafter is in the public domain (other than as a result of a breach of this Section 12.3), or (c) discussing, disclosing or using such confidential information if the same is acquired from a Person that is not, to such discussing, disclosing or using Person’s knowledge, after reasonable inquiry, under an obligation to keep such information confidential. If the Equityholders’ Representative or any Seller is requested or required (by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such confidential information, the Equityholders’ Representative or such Seller, as applicable, shall promptly notify Purchaser of any such request or requirement so that Purchaser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 12.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by Purchaser, the Equityholders’ Representative or any Seller is required to disclose such information, the Equityholders’ Representative or such Seller, as applicable, without liability hereunder, may disclose that portion of such information that it believes in good faith it is legally required to disclose. Notwithstanding the first sentence of this Section 12.3, the Equityholders’ Representative and any Seller may only disclose such confidential information to those of its or his Affiliates, attorneys, accountants, financial advisors or other rep...
Post-Closing Confidentiality. From and after the Closing, Seller will, and will cause its Affiliates to, hold in strict confidence, and will not use to the detriment of Buyer or any of its Affiliates, all information with respect to the Business. Notwithstanding the foregoing, Seller may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of law, (ii) if the same hereafter is in the public domain through no fault of Seller, or (iii) if the same is later acquired by Seller from another source and Seller is not aware that such source is under an obligation to another Person to keep such information confidential.
Post-Closing Confidentiality. (a) For a period of three (3) years following the Closing, Seller shall (and shall cause its other Affiliates and Representatives to) maintain the confidentiality of, not use, and not divulge to any Person any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning the Company, including any confidential discussions or negotiations related thereto (collectively, “Company Confidential Information”), except that neither Seller nor any of its Affiliates or Representatives shall have any obligation under this Section 7.3 with respect to any Company Confidential Information that: (i) after the date of this Agreement becomes generally available to the public other than through a breach by Seller, its Affiliates and Representatives of the obligations under this Section 7.3; or (ii) is provided to Seller or any of its Affiliates after the Closing by a third party that was not bound by any duty of confidentiality to Purchaser, the Company or any of their respective Affiliates. Notwithstanding anything to the contrary herein, Seller shall (and shall direct its Affiliates and Representatives to) maintain the confidentiality of, not use, and not divulge to any Person any Company Confidential Information constituting a Trade Secret in accordance with applicable Law until such time as such information no longer constitutes a Trade Secret. Prior to the Closing, Seller shall provide and shall cause all its other Associated Persons to provide all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning the Company in their respective possession to the Company and, at the request of the Company after the Closing, destroy any such information and materials in their possession that is in written or graphic form.
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) From and after the Closing, each Seller shall, and shall instruct his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Purchaser, the Company or any of their respective Affiliates (collectively, “Company Confidential Information”), except that no Seller shall have any obligation under this Section 7.2 with respect to any Company Confidential Information that: (i) after the date of this Agreement becomes generally available to the public other than through a breach by the applicable Seller, any of his, her or its Affiliates or any of his, her or its or their respective Representatives of their respective obligations under this Section 7.2; (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information; or (iv) is provided to the applicable Seller or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Purchaser, the Company or any of their respective Affiliates. 61
Post-Closing Confidentiality. The Seller acknowledges intent to fully and effectively convey to the Buyer all proprietary rights, including the Intellectual Property Rights of Business, to be transferred to the Buyer pursuant hereto. Accordingly, the Seller shall at all times keep confidential and shall not disclose to others any proprietary rights, including the Intellectual Property Rights, and shall not use or permit to be used any proprietary rights or any Intellectual Property Rights for any purpose other than the performance of obligations to the Buyer. (b)
Post-Closing Confidentiality. After the Closing Date, each member of the Purchasing Group covenants and agrees that it shall promptly return to Seller all documents, papers, books, records and other materials (and all copies thereof) concerning Seller's business obtained by such member in connection with the investigation and evaluation of the Business or the transactions contemplated hereby, destroy all other documents prepared by such member which are based on the documents so obtained, refrain from using any information in the documents of a confidential nature relating in any way to Seller, and refrain from making any adverse statements about Seller, its business and its Affiliates that could reasonably be expected to, and that do, have a material adverse consequence to Seller or its corporate Affiliates other than any such statements included in the filing of a complaint or as required by law or in testimony (or in any interview with an officer of the court or governmental agency) in connection with a legal action in which such member is a party or is threatened to be made a party or pursuant to valid legal process.
Post-Closing Confidentiality. Parent shall keep confidential, and shall cause its Affiliates and Representatives to keep confidential, all information relating to the Business, the Transferred Companies or the Non-Controlled Companies (“Confidential Information”), except (a) with the prior written consent of Buyer; (b) to the extent necessary to comply with applicable Legal Requirements, including federal securities laws, the valid Order of a court of competent jurisdiction or any Proceeding, in which event, to the extent permitted by such Legal Requirement, Order or Proceeding, Parent shall notify Buyer as promptly as practicable (and, if possible, prior to the making of such disclosure); (c) to the extent such Confidential Information is available to the public through no fault of Parent or any Affiliate of Parent; (d) to the extent such Confidential Information becomes available after the Closing Date to Parent or any of its Affiliates from a third Person who is under no confidential or fiduciary obligation to Buyer or its Affiliates with respect to such Confidential Information; (e) to the extent Parent can demonstrate that such Confidential Information was independently developed by Parent or its Affiliates after the Closing Date without violating this Section 4.21; or (f) to the extent such Confidential Information is used in the enforcement of any of the rights of Parent or any of its Affiliates under this Agreement or the other Ancillary Documents or in the defense of any Proceeding brought against Parent or one of its Affiliates. The obligations of Parent pursuant to this Section 4.21 shall cease five (5) years following the Closing, except that such obligations shall survive indefinitely in respect of Confidential Information that are trade secrets, proprietary information and know-how of the Business, the Transferred Companies or the Non-Controlled Companies.
Post-Closing Confidentiality. For a period of three years after the Closing Date, with respect to each Majority Shareholder, and one year after the Closing Date, with respect to each Employee Shareholder, each Shareholder shall hold in confidence (and not release or disclose to any Person other than Purchaser and its authorized representatives) and not use for any purpose any (a) proprietary or other information of the Company or the Purchaser or any of its Affiliates disclosed to the Shareholders or any of the other foregoing Persons in connection with the negotiation or preparation of this Agreement or otherwise in connection with the transactions contemplated hereby or (b) proprietary or other information relating to the Company or the Purchaser that remains after the Closing in the possession of the Shareholders or any of the other foregoing Persons. Notwithstanding the foregoing, the confidentiality obligations of this Section 9.5 shall not apply to information which (i) is required to be disclosed pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (provided the Shareholders provide Purchaser with reasonable prior written notice thereof), or (ii) which can be shown to have been generally available to the public other than as a result of a breach of this Section 9.5.
Post-Closing Confidentiality. (a) From and after the Closing, Seller shall, and shall cause its Affiliates to, and shall instruct its and their respective officers, directors and employees to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning the Assigned MNS Assets, Purchaser, the Company or the Subsidiary (collectively, “Company Confidential Information”), except that Seller shall not have any obligation under this Section 4.4 with respect to any Company Confidential Information that (i) as of the date of this Agreement is, or after the date of this Agreement becomes, generally available to the public other than through a breach by Seller, any of its Affiliates, or any of its or their respective officers, directors or employees of their respective obligations under this Section 4.4, (ii) is provided to Seller or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Purchaser, the Company or the Subsidiary, or (iii) is independently developed by Seller or any of its Affiliates after the Closing without use or reference to the Company Confidential Information.
