Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each Party agrees that it will treat in confidence all documents, materials and other information that it shall have obtained regarding the other Party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. Such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the case of Seller, to its counsel, accountants and financial advisors). No Party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets and may use other confidential information that is otherwise reasonably related to the Business, the Purchased Assets or the Assumed Liabilities. The obligation of each Party to treat such documents, materials and other information in confidence shall not apply to any information that (i) is or becomes available to such Party from a source other than such Party, (ii) is or becomes available to the public other than as a result of disclosure by such Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”).

Confidential Nature of Information. Each Party Selling Shareholder and the Shareholders Representative agrees that he, she or it will treat in confidence and not disclose to any third party (a) all documents, materials and other information that which he, she or it shall have obtained at any time regarding Purchaser or its Affiliates in connection with the other Party during the course of the negotiations leading to the consummation of the transactions transaction contemplated hereby and (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. Such b) all documents, materials and other information shall not be disclosed with respect to the Acquired Companies that he, she or communicated to it obtained at any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the case of Seller, to its counsel, accountants and financial advisors). No Party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documentstime; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets and may use other confidential information that is otherwise reasonably related to the Business, the Purchased Assets or the Assumed Liabilities. The obligation of each Party Selling Shareholder to treat such documents, materials and other information in confidence shall not apply to any information that which (i) is or becomes available to such Party from a source other than such Party, (ii) is or becomes available to the public other than as a result of disclosure any act or failure to act by such Party Selling Shareholder or its agentsRepresentatives; (ii) which a Selling Shareholder is required to disclose to its partners, members, shareholders and other Affiliates, if and to the extent that such information is required to be disclosed to such partners, members, shareholders and other Affiliates pursuant to the terms of the relevant Selling Shareholder’s partnership or limited liability company agreement as in effect on the date hereof and such partner, member, shareholder or Affiliate is subject to a confidentiality agreement or duty of confidentiality at least as restrictive as the confidentiality obligations in this Section 11.17, provided, however, that such disclosure shall be limited to the minimum required under such partnership agreement or limited liability company agreement or similar agreement and, in any case, that any disclosure or use of information that is not permitted by this Section 11.17 made by such partners, members, shareholders, and Affiliates shall be deemed to be a breach of this Section 11.17 by such Selling Shareholder (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but and only to the extent it must be disclosedsuch disclosure is required under applicable law or judicial process and, prior to making any such disclosure, such Selling Shareholder or Shareholders Representative shall promptly notify the Purchaser and cooperate with the Purchaser to the extent practicable to seek to limit the information disclosed and, at Purchaser’s expense, to seek to obtain a protective order over, or confidential treatment of such information, or (iv) for disclosures in dispute resolution proceedings relating to this Agreement or the Transaction Agreements to the courts or arbitrators involved in such Party reasonably deems necessary proceedings and to disclose to obtain any of the consents or approvals contemplated herebyother Persons involved in such proceedings (e.g., attorneys and expert witnesses) that are bound by confidentiality restrictions. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”).102

Confidential Nature of Information. Each Party party hereto agrees that it will treat in confidence all documents, materials and other information that which it shall have obtained regarding the other Party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party hereto shall return all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of BuyerParent and Cinram, to its their counsel, accountants, financial advisors and potential lendersor lenders and, and in the case of SellerQuixote and DMI, to its their counsel, accountants and or financial advisors). No Party party hereto shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary DocumentsBusiness; providedPROVIDED, howeverHOWEVER, that that, after the Closing, Buyer Parent and Cinram may use or disclose any confidential information included in the Purchased Assets and may use other confidential information that is or otherwise reasonably related to the BusinessBusiness or the Purchased Assets. Prior to the Closing, Parent and Cinram shall refrain from disclosing any confidential information to any employee of Parent or any of its Affiliates, other than the Chairman, President and Chief Executive Officer, the Purchased Assets or Vice-President of Finance and Chief Financial Officer and the Assumed LiabilitiesController of Parent; and the President and Chief Executive Officer and the Director of Finance and Administration of Cinram. The obligation of each Party party hereto to treat such documents, materials and other information in confidence shall not apply to any information that which (i) is or becomes available to such Party party from a source other than such Partythe other parties hereto, (ii) is or becomes available to the public other than as a result of disclosure by such Party party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such Party party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”)13.3.

Confidential Nature of Information. Each Party party agrees that it will shall, and shall cause each of its Affiliates and its and their respective Representatives to, treat in confidence all documents, materials and other information that which it shall have obtained regarding the other Party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. Such documents, materials and information shall not be disclosed or communicated to any third Person (other thanPerson, in except to employees, Representatives or Affiliates of Buyer or Seller with a need to know and such Persons shall be informed of the case confidential nature of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the case of Seller, to its counsel, accountants and financial advisors)such information. No Party such Person shall use any such confidential information referred to in obtained from the second immediately preceding sentence other in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets Partitioned License and consummating the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets and may use other confidential information that is otherwise reasonably related to the Business, the Purchased Assets or the Assumed Liabilitiestransactions contemplated hereby. The obligation of each Party party to treat such documents, materials and other information in confidence confidence, or to cause such documents, materials and other information in confidence, shall not apply to any information that which (ia) is or becomes available to such Party a party hereto from a source other than the other party hereto which source, to the knowledge of such Partyparty hereto, is not bound by an obligation of confidentiality with respect to such information, (iib) is or becomes available to the public other than as a result of disclosure by such Party a party hereto or its agentsAffiliates or Representatives, (iiic) is required to be disclosed under applicable law Law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (ivd) is independently developed by such Party party without reference to the confidential information of the other party, (e) a party reasonably deems necessary to disclose to a Governmental Authority or any other Person in order to obtain any of the consents or approvals contemplated hereby, or to consummate the transactions contemplated hereby, to enforce its rights hereunder or in connection with any dispute or controversy related hereto. Notwithstanding In the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate event a party reasonably deems necessary the disclosure of this Agreement to the Businessa Governmental Authority, the Purchased Assets or the Assumed Liabilities in confidence parties shall use reasonable commercial efforts to the extent required by, and in accordance with, and will otherwise comply with the terms secure confidential treatment of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”)this Agreement by such Governmental Authority.

Confidential Nature of Information. Each Party agrees The parties hereto acknowledge and agree that it will the Confidentiality Agreement remains in full force and effect in accordance with its terms following the date hereof and following the Closing. From the Closing Date until the sixth (6th) anniversary thereof, Seller shall, and shall cause its Subsidiaries and shall use reasonable efforts to cause its other Affiliates and each of their representatives to, treat as confidential and shall safeguard any and all information, know-how, knowledge and data (other than historical financial reporting information and information owned or controlled by Seller after the Closing) relating to the Acquired Companies (the “Acquired Confidential Information”), in confidence each case in their respective possession by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, know-how, knowledge and data as Seller and its Affiliates used with respect thereto prior to the date hereof. From the Closing Date until the sixth (6th) anniversary thereof, Buyer and the Acquired Companies shall, and shall cause each of their representatives to, treat as confidential and shall safeguard any and all documentsinformation, materials know-how, knowledge and data (other information that it shall have obtained regarding the than historical financial reporting information) relating to Seller’s business (other Party during the course than business of the negotiations leading Acquired Companies) (the “Retained Confidential Information”) in their respective possession by using the same degree of care, but not less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, know-how, knowledge and data as Buyer uses with respect to the consummation Acquired Confidential Information. Prior to the sixth (6th) anniversary of the transactions contemplated hereby (whether obtained before or after the date of this Agreement)Closing Date, the investigation provided for herein parties agree that each of them and the preparation of this Agreement their respective Subsidiaries and other related documents. Such documents, materials and information shall not be disclosed or communicated to any third Person (other thanrepresentatives may only disclose, in the case of Seller and its Affiliates, Acquired Confidential Information or, in the case of Buyer and its Affiliates, Retained Confidential Information, as the case may be, (i) to the extent counsel to such Person advises that disclosure is required to comply with Requirements of Law (provided that such party shall provide prior written notice to Seller or Buyer, as applicable, of such disclosure, unless prohibited by Requirements of Law, as promptly as practical and shall seek to limit any such disclosure and to protect from public disclosure by way of a protective order or otherwise, in each case, to the extent permitted by Requirements of Law), and (ii) to its counselrepresentatives who reasonably need to know such information for purposes of this Agreement or any agreement ancillary hereto (provided that each party shall instruct any such representative to keep such information confidential in accordance with this Agreement). In no event shall Seller use, accountantsor permit any other Person to use, financial advisors the Acquired Confidential Information for any purpose other than as expressly contemplated under this Agreement or any agreement ancillary hereto. In no event shall Buyer use, or permit any other Person to use, the Retained Confidential Information for any purpose other than as expressly contemplated under this Agreement or any agreement ancillary hereto. The parties acknowledge that the confidentiality obligations set forth in this Section 13.1 shall not extend to information, knowledge and potential lendersdata that (x) is or becomes publicly available through no act or omission of a party owing a confidentiality obligation imposed by this Section 13.1 in respect of such information, knowledge and data (a “Receiving Party”), (y) is or becomes available to a Receiving Party on a non-confidential basis from a source other than the party to which such information, knowledge and data relates; provided, that the source of such information, knowledge and data was not known to the Receiving Party to be bound by confidentiality obligations to the party to which such information, knowledge and data relates, or (z) the Receiving Party can establish that it independently developed such information, knowledge and data without reference to information, knowledge and data provided to such Receiving Party in connection with the transactions contemplated hereby and, in the case of Seller, its Affiliates and each of their representatives, without reference to its counselany Acquired Confidential Information. Notwithstanding anything to the contrary herein, accountants and financial advisors). No Party shall use any confidential information referred the obligations set forth in this Section 13.1 with respect to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, Acquired Confidential Information that after the Closing, Buyer may use or disclose any confidential information constitute Trade Secrets included in the Purchased Assets and may use other confidential information that is otherwise reasonably related Company Intellectual Property shall survive in perpetuity, subject to the Business, the Purchased Assets or the Assumed Liabilities. The obligation of each Party to treat such documents, materials and other information exceptions set forth in confidence shall not apply to any information that clauses (i) is or becomes available to such Party from a source other than such Partyx), (iiy) is or becomes available to and (z) in the public other than as a result of disclosure by such Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”)prior sentence.

Confidential Nature of Information. Each Party party agrees that it will treat in confidence all documents, materials and other information that which it shall have obtained regarding the other Party party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement)hereby, the investigation provided for herein and the preparation of this Agreement and other related documents. Such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of BuyerFDC or IPS, to its counsel, accountants, financial advisors and potential or lenders, and in the case of SellerCeridian or Comdata, to its counsel, accountants and or financial advisorsadvisors or lenders). No Party other party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets transactions contemplated herein; PROVIDED, HOWEVER, that (i) IPS, FDFS, and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing, Buyer Gaming Subsidiary may use or disclose any confidential information included in the Purchased Gaming Assets and may use other confidential information that is or otherwise reasonably related to the BusinessGaming Business or the Purchased Gaming Assets, and (ii) Comdata, the NTS Subsidiary and Permicom may use or disclose any confidential information included in the Purchased NTS Assets related or otherwise reasonably related to the NTS Business or the Assumed LiabilitiesPurchased NTS Assets. The obligation of each Party party to treat such documents, materials and other information in confidence shall not apply to any information that which (ia) is or becomes available to such Party party from a source other than such Partyparty, (iib) is or becomes available to the public other than as a result of disclosure by such Party party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (ivd) such Party party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”).

Confidential Nature of Information. Each Party party agrees that it will treat in confidence all documents, materials and other information that which it shall have obtained regarding the other Party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. Such documents, materials and information and, in the event the transactions contemplated hereby shall not be disclosed or communicated consummated, each party will return to any third Person (the other than, parties all copies of nonpublic documents and materials which have been furnished in the case of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the case of Seller, to its counsel, accountants and financial advisors)connection therewith. No Party other party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary DocumentsMerger; provided, however, that from and after the Closingdate hereof, Buyer Parent may use or disclose confidential information, with the prior review and approval of such disclosure by the Company, which approval shall not be unreasonably withheld; provided, further, from and after the Effective Time, Parent and the Surviving Entity may use or disclose any confidential information included in the Purchased Assets assets of the Company and may use other confidential information that is the Subsidiaries as of the Closing Date or otherwise reasonably related to the Business, assets or business of the Purchased Assets or Company and the Assumed LiabilitiesSubsidiaries. The obligation of each Party party to treat such documents, materials and other information in confidence shall not apply to any information that which (i) is or becomes available to such Party party from a source other than such Partyanother party to this Agreement, (ii) is or becomes available to the public other than as a result of disclosure by such Party party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such Party party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate anything herein to the Businesscontrary, any party hereto (and any employee, representative or other agent of the party) may disclose to any and all persons, without limitation of any kind, the Purchased Assets U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, such information relating to the Assumed Liabilities in confidence tax treatment or tax structure is required to be kept confidential to the extent required by, and in accordance with, and will otherwise necessary to comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”)any applicable federal or state securities laws.

Confidential Nature of Information. Each Party Buyer agrees that it will treat in confidence all documents, materials and other information that which it shall have obtained regarding the other Party Sellers, the Companies and the Transferred Assets, as the case may be, during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, Buyer shall return to the Sellers all copies of nonpublic documents and materials which have been furnished in connection therewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by Buyer from such information (and confirm to the Sellers in writing that it has done so). Such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of than Buyer, to its 's counsel, accountants, financial advisors and potential or lenders, and in the case of Seller, to its counsel, accountants and financial advisors). No Party Buyer shall not use any such confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets Shares and the enforcement of its rights hereunder and under the Ancillary DocumentsTransferred Assets; provided, however, that after the Closing, Closing Buyer and its Affiliates may use or disclose any confidential information included in of any of the Purchased Assets Companies or regarding any of the Transferred Assets; and provided, further, that any Buyer Group Member may use other or disclose any confidential information that is otherwise reasonably related to in connection with the Businessdefense or handling of any Third Party Claim and in connection with the pursuit, the Purchased Assets defense or the Assumed Liabilitieshandling of any claim made hereunder by or against any Seller Group Member. The obligation of each Party Buyer to treat such documents, materials and other information in confidence shall not apply to any information that which Buyer demonstrates (i) is on the date hereof or hereafter becomes available to such Party from a source other than such Party, (ii) is or becomes generally available to the public other than as a result of disclosure a disclosure, directly or indirectly, by such Party Buyer or its agentsrepresentatives, (ii) was available to Buyer on a nonconfidential basis prior to its disclosure to Buyer by the Sellers or any of their respective representatives or becomes available to Buyer on a nonconfidential basis, in each case from a source other than the Sellers, the Companies or any of their respective representatives, which source was not itself bound by a confidentiality agreement with the Companies or the Sellers and had not received such information, directly or indirectly, from a Person so bound, and (iii) based upon advice of Buyer's outside counsel, is required to be disclosed under applicable in order that Buyer not commit a violation of law or judicial processcourt order. Notwithstanding anything herein to the contrary, the parties hereto agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and the Ancillary Agreements (the "Transaction") and all materials of any kind (including the Bankruptcy Caseopinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, but only except to the extent it must be disclosednecessary to comply with any applicable federal or state securities law and except that the foregoing authorization is not intended to permit disclosure of any other information including (x) any portion of any materials to the extent not related to the tax treatment or tax structure of the Transaction, (y) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction), or (ivz) such Party reasonably deems necessary any other term or detail not relevant to disclose to obtain any the tax treatment or the tax structure of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”)Transaction.

Confidential Nature of Information. Each Party Without limiting Buyers’ obligations under the Confidentiality Agreement, each party agrees that it will treat in confidence all documents, materials and other information that which it shall have obtained regarding the other Party party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such Each Seller also covenants and agrees that, if Closing occurs, it will not, and will not permit any of its Affiliates to, divulge or make use of any trade secrets or other confidential information of any Acquired Company or the Business other than to disclose such secrets and information to Buyers or their Affiliates. All such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of BuyerBuyers, to its counsel, accountants, financial advisors or existing and potential prospective lenders, prospective syndicate members or other prospective participants in the Financing, and in the case of SellerSellers, to its their counsel, accountants and or financial advisors). No Party other party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary DocumentsCompany Interests; provided, however, that after the Closing, Buyer Closing Buyers may use or disclose any confidential information included in the Purchased Assets and may use other confidential information that is with respect to or about any Acquired Company or otherwise reasonably related to the Business, the Purchased Assets Business or the Assumed LiabilitiesInterests. The obligation of each Party party to treat such documents, materials and other information which it shall have obtained from the other party in confidence shall not apply to any information that which (i) is or becomes available to such Party party from a source other than such Partythe other party, (ii) is or becomes available to the public other than as a result of disclosure by such Party party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy CaseRequirements of Laws, but only to the extent it must be disclosed, or (iv) such Party party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities in confidence to the extent required by, and in accordance with, and will otherwise comply with the terms of the letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement”).