Common use of 7Confidentiality Clause in Contracts

7Confidentiality. (a) The terms of the Non-Disclosure Agreement are incorporated into this Agreement by reference and shall continue in full force and effect (and all obligations thereunder shall be binding upon Purchaser and its Representatives (as defined in the Non-Disclosure Agreement) as set forth therein) until the Closing, at which time the obligations under the Non-Disclosure Agreement shall terminate; provided, however, that Purchaser’s confidentiality obligations under the Non-Disclosure Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the Non-Disclosure Agreement) to the extent relating to the Acquired Companies and the Business and, for all other Evaluation Material (as defined in the Non-Disclosure Agreement) (“Non-Business Confidential Material”), the term of the Non-Disclosure Agreement shall continue to apply to such Non-Business Confidential Material until the termination or expiration of the Non-Disclosure Agreement in accordance with its terms. If for any reason the Closing does not occur, the Non-Disclosure Agreement shall continue in full force and effect in accordance with its terms. In the event of a conflict or inconsistency between the terms expressly set forth in this Agreement (rather than incorporated by reference herein) and the Non-Disclosure Agreement, the terms of this Agreement will govern. (b) During the three (3) -year period following the Closing, Seller shall keep confidential and refrain from using, and cause its Controlled Affiliates and its and their respective Representatives to keep confidential and refrain from using, all non-public, confidential or proprietary information concerning the Acquired Companies or the Business, except (i) as required or requested by a Governmental Authority or required pursuant to Legal Requirements or the rules or regulations of any securities exchange or listing authority or legal, administrative or judicial process (provided, that Seller shall, to the extent permitted by Legal Requirements, promptly notify Purchaser of such requirement or request and the disclosure that is expected to be made with respect thereto with reasonable specificity and, to the extent requested by Purchaser, shall reasonably cooperate with Purchaser to seek a protective order or other appropriate remedy to limit or obtain confidential treatment for such disclosure, and in the event no such protective order or remedy is obtained, Seller will furnish only that portion of such non-public, confidential or proprietary information which Seller is advised by counsel is required by Legal Requirements and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such non-public, confidential or proprietary information), (ii) for information that is available as of immediately following the Closing generally to the public, or thereafter becomes generally available to the public, other than as a result of a breach of this Section 6.7(b), (iii) to the extent such use is strictly necessary in order to enable Seller to fulfil its obligations to Purchaser and the Acquired Companies under any other Transaction Agreement, (iv) for information disclosed to Seller or any of its Affiliates following the Closing Date on a non-confidential basis by any Person not known by Seller after reasonable inquiry to be bound by an obligation of confidentiality to Purchaser or any of its Affiliates or (v) is demonstrated by Seller or its Affiliates to have been independently developed following the Closing Date not in violation of its or its Representatives’ obligations under this Section 6.7(b) and without reference to any non-public, confidential or proprietary information concerning the Acquired Companies or the Business or any information from a source that is subject to a confidentiality obligation to the Acquired Companies or the Business or is otherwise prohibited from furnishing such information to Seller, its Affiliates or their respective Representatives.

7Confidentiality. Buyer agrees to maintain in confidence the information contained in the Due Diligence Documents (a) The terms the “Transaction Information”). Buyer shall not disclose any portion of the Non-Disclosure Agreement are incorporated into this Agreement by reference Transaction Information to any person or entity and shall continue in full force and effect (and all obligations thereunder shall be binding upon Purchaser and its Representatives (as defined maintain the Transaction Information in the Non-Disclosure Agreement) as set forth therein) until the Closing, at which time the obligations under the Non-Disclosure Agreement shall terminatestrictest confidence; provided, however, that PurchaserBuyer may disclose the Transaction Information: (a) to Buyer’s confidentiality obligations under agents to the Non-Disclosure Agreement shall terminate only extent that such agents reasonably need to know such Transaction Information in respect of that portion of the Evaluation Material order to assist, and perform services on behalf of, Buyer; (as defined in the Non-Disclosure Agreementb) to the extent relating required by any governmental authority; (c) to the Acquired Companies extent required by any applicable statute, law, or regulation; and (d) in connection with any litigation that may arise between the Business and, parties in connection with the transactions contemplated by this Agreement. Buyer agrees that the Transaction Information shall be used solely for all other Evaluation Material (as defined in purposes of evaluating the Non-Disclosure Agreement) (“Non-Business Confidential Material”), the term acquisition and potential ownership and operation of the Non-Disclosure Agreement shall continue to apply to such Non-Business Confidential Material until the termination or expiration of the Non-Disclosure Agreement in accordance with its terms. If for any reason the Closing does not occur, the Non-Disclosure Agreement shall continue in full force and effect in accordance with its termsProperty. In the event this Agreement is terminated for any reason whatsoever, Buyer shall promptly return to Seller the Due Diligence Documents. The undertakings of a conflict Buyer pursuant to this Section shall survive the termination of this Agreement, but shall terminate upon Closing if this transaction closes. The parties agree that, prior to Closing, and except for disclosures required by law or inconsistency between governmental regulations applicable to such party, and disclosures to such party’s advisors or consultants, no party may, with respect to this Agreement and the terms expressly set forth transactions contemplated hereby, make any public announcements or issue press releases regarding this Agreement or the transactions contemplated hereby to any third party without the prior written consent of the other party hereto; provided, however, that notwithstanding anything to the contrary contained in this Agreement (rather than incorporated by reference herein) and the Non-Disclosure Agreement, (a) Seller may file a Securities and Exchange Commission's disclosure Form 8-K and/or a Form 10-Q upon the terms execution and delivery of this Agreement will govern. and may disclose any and all necessary material information required to be disclosed thereunder, including without limitation the inclusion of a copy of this Agreement thereto, and (b) During the three (3) -year period following the Closing, Seller shall keep confidential and refrain from using, and cause its Controlled Affiliates and its and their respective Representatives to keep confidential and refrain from using, all non-public, confidential or proprietary information concerning the Acquired Companies or the Business, except after Closing (i) as either party may make a press release or other disclosure which shall be subject to the approval of the other party, which approval shall not be unreasonably withheld, denied or conditioned; and (ii) any party or an affiliate of such party may make any public statement, filing or other disclosure which any of them reasonably believes to be required or requested by a Governmental Authority or required pursuant to Legal Requirements or the rules or regulations of any desirable under applicable securities exchange or listing authority or legal, administrative or judicial process laws (provided, that Seller shallhowever, to such party shall not disclose the extent permitted by Legal Requirementsallocated Purchase Price or the specific Properties included in this transaction, promptly notify Purchaser of such requirement or request and the disclosure that is expected to be made with respect thereto with reasonable specificity and, to the extent requested by Purchaser, shall reasonably cooperate with Purchaser to seek a protective order or other appropriate remedy to limit or obtain confidential treatment unless securities counsel for such disclosure, and in party has advised that the event no such protective order or remedy is obtained, Seller will furnish only that portion of such non-public, confidential or proprietary information which Seller is advised by counsel same is required by Legal Requirements and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such non-public, confidential or proprietary informationapplicable securities laws), (ii) for information that is available as of immediately following the Closing generally to the public, or thereafter becomes generally available to the public, other than as a result of a breach of this Section 6.7(b), (iii) to the extent such use is strictly necessary in order to enable Seller to fulfil its obligations to Purchaser and the Acquired Companies under any other Transaction Agreement, (iv) for information disclosed to Seller or any of its Affiliates following the Closing Date on a non-confidential basis by any Person not known by Seller after reasonable inquiry to be bound by an obligation of confidentiality to Purchaser or any of its Affiliates or (v) is demonstrated by Seller or its Affiliates to have been independently developed following the Closing Date not in violation of its or its Representatives’ obligations under this Section 6.7(b) and without reference to any non-public, confidential or proprietary information concerning the Acquired Companies or the Business or any information from a source that is subject to a confidentiality obligation to the Acquired Companies or the Business or is otherwise prohibited from furnishing such information to Seller, its Affiliates or their respective Representatives.

7Confidentiality. Buyer agrees to maintain in confidence the information contained in the Due Diligence Documents (a) The terms the “Transaction Information”). Buyer shall not disclose any portion of the Non-Disclosure Agreement are incorporated into this Agreement by reference Transaction Information to any person or entity and shall continue in full force and effect (and all obligations thereunder shall be binding upon Purchaser and its Representatives (as defined maintain the Transaction Information in the Non-Disclosure Agreement) as set forth therein) until the Closing, at which time the obligations under the Non-Disclosure Agreement shall terminatestrictest confidence; provided, however, that PurchaserBuyer may disclose the Transaction Information: (a) to Buyer’s confidentiality obligations under agents to the Non-Disclosure Agreement shall terminate only extent that such agents reasonably need to know such Transaction Information in respect of that portion of the Evaluation Material order to assist, and perform services on behalf of, Buyer; (as defined in the Non-Disclosure Agreementb) to the extent relating required by any governmental 11 authority; (c) to the Acquired Companies extent required by any applicable statute, law, or regulation; and (d) in connection with any litigation that may arise between the Business and, parties in connection with the transactions contemplated by this Agreement. Buyer agrees that the Transaction Information shall be used solely for all other Evaluation Material (as defined in purposes of evaluating the Non-Disclosure Agreement) (“Non-Business Confidential Material”), the term acquisition and potential ownership and operation of the Non-Disclosure Agreement shall continue to apply to such Non-Business Confidential Material until the termination or expiration of the Non-Disclosure Agreement in accordance with its terms. If for any reason the Closing does not occur, the Non-Disclosure Agreement shall continue in full force and effect in accordance with its termsProperty. In the event this Agreement is terminated for any reason whatsoever, Buyer shall promptly return to Seller the Due Diligence Documents. The undertakings of a conflict Buyer pursuant to this Section shall survive the termination of this Agreement, but shall terminate upon Closing if this transaction closes. The parties agree that, prior to Closing, and except for disclosures required by law or inconsistency between governmental regulations applicable to such party, and disclosures to such party’s advisors or consultants, no party may, with respect to this Agreement and the terms expressly set forth transactions contemplated hereby, make any public announcements or issue press releases regarding this Agreement or the transactions contemplated hereby to any third party without the prior written consent of the other party hereto; provided, however, that notwithstanding anything to the contrary contained in this Agreement (rather than incorporated by reference herein) and the Non-Disclosure Agreement, (a) Seller may file a Securities and Exchange Commission's disclosure Form 8-K and/or a Form 10-Q upon the terms execution and delivery of this Agreement will govern. and may disclose any and all necessary material information required to be disclosed thereunder, including without limitation the inclusion of a copy of this Agreement thereto, and (b) During the three (3) -year period following the Closing, Seller shall keep confidential and refrain from using, and cause its Controlled Affiliates and its and their respective Representatives to keep confidential and refrain from using, all non-public, confidential or proprietary information concerning the Acquired Companies or the Business, except after Closing (i) as either party may make a press release or other disclosure which shall be subject to the approval of the other party, which approval shall not be unreasonably withheld, denied or conditioned; and (ii) any party or an affiliate of such party may make any public statement, filing or other disclosure which any of them reasonably believes to be required or requested by a Governmental Authority or required pursuant to Legal Requirements or the rules or regulations of any desirable under applicable securities exchange or listing authority or legal, administrative or judicial process laws (provided, that Seller shallhowever, to such party shall not disclose the extent permitted by Legal Requirementsallocated Purchase Price or the specific Properties included in this transaction, promptly notify Purchaser of such requirement or request and the disclosure that is expected to be made with respect thereto with reasonable specificity and, to the extent requested by Purchaser, shall reasonably cooperate with Purchaser to seek a protective order or other appropriate remedy to limit or obtain confidential treatment unless securities counsel for such disclosure, and in party has advised that the event no such protective order or remedy is obtained, Seller will furnish only that portion of such non-public, confidential or proprietary information which Seller is advised by counsel same is required by Legal Requirements and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such non-public, confidential or proprietary informationapplicable securities laws), (ii) for information that is available as of immediately following the Closing generally to the public, or thereafter becomes generally available to the public, other than as a result of a breach of this Section 6.7(b), (iii) to the extent such use is strictly necessary in order to enable Seller to fulfil its obligations to Purchaser and the Acquired Companies under any other Transaction Agreement, (iv) for information disclosed to Seller or any of its Affiliates following the Closing Date on a non-confidential basis by any Person not known by Seller after reasonable inquiry to be bound by an obligation of confidentiality to Purchaser or any of its Affiliates or (v) is demonstrated by Seller or its Affiliates to have been independently developed following the Closing Date not in violation of its or its Representatives’ obligations under this Section 6.7(b) and without reference to any non-public, confidential or proprietary information concerning the Acquired Companies or the Business or any information from a source that is subject to a confidentiality obligation to the Acquired Companies or the Business or is otherwise prohibited from furnishing such information to Seller, its Affiliates or their respective Representatives.