Common use of Access to Information Prior to the Closing; Confidentiality Clause in Contracts

Access to Information Prior to the Closing; Confidentiality. (a) Subject to applicable Law, during the period from the date of this Agreement through the Closing, Seller shall, and shall cause the Nordic Companies to, give Buyer and its Representatives reasonable access during regular business hours to all offices, personnel, properties, facilities and Records of the Nordic Companies as they may reasonably request, and shall furnish or cause to be furnished to Buyer such financial and operating data and other information as exists with respect to the offices, personnel, properties, facilities and Records of the Nordic Companies as Buyer may from time to time reasonably request; provided, however, that Buyer and its Representatives shall take such action in such a way as to avoid unreasonably disrupting the normal business of Seller, its Affiliates and the Nordic Companies. The parties shall cooperate to adopt such protocols as are reasonably necessary to comply with applicable Law in order to provide for the protection of any competitively sensitive information that may be shared by the parties pursuant to this Agreement. (b) Each of Buyer, Splitco and CCE shall hold and shall cause their respective Representatives to hold any information which it or they receive in connection with the activities and Transactions in strict confidence in accordance with and subject to the terms of the confidentiality agreement, dated as of November 13, 2008, between CCE and TCCC (the “Confidentiality Agreement”), which shall survive the execution and delivery of this Agreement and any termination of this Agreement pursuant to Article VIII hereof; provided, that this Section 6.2(b) shall terminate and have no further force or effect following the Closing. (c) From and after the date of this Agreement, subject to Section 6.7, Seller and TCCC shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to the Nordic Companies and the Nordic Business (the “Nordic Business Confidential Information”) and the Transactions (the “Transaction Information”) in strict confidence in accordance with the Confidentiality Agreement (in the case of Seller, as if it were a party thereto) and not disclose, use or release any such Nordic Business Confidential Information or Transaction Information without the prior written consent of Buyer; provided, that (i) the Nordic Business Confidential Information shall not include any information that is disclosed by Seller, TCCC, the Nordic Companies or their respective Representatives prior to the Closing in connection with the operation of the Nordic Business in the ordinary course of business consistent with past practice and (ii) the Nordic Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Seller, TCCC or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(c) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(c) shall terminate and have no further force or effect following the termination of this Agreement. (d) From and after the date of this Agreement, subject to Xxxxxxx 0.0, Xxxxxxx, XXX and Buyer shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to TCCC and its Affiliates (other than the Nordic Companies) (the “Other Business Confidential Information”) and Transaction Information in strict confidence in accordance with the Confidentiality Agreement and not disclose, use or release any such Other Business Confidential Information or Transaction Information without the prior written consent of TCCC; provided, that (i) the Other Business Confidential Information shall not include any information that is disclosed by Seller, its Affiliates or their respective Representatives prior to the Closing in connection with the operation of the TCCC Business in the ordinary course of business consistent with past practice and (ii) the Other Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Splitco, CCE, Buyer or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(d) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(d) shall terminate and have no further force or effect following the termination of this Agreement. (e) The parties agree that they shall each be responsible for any breach or violation of the provisions of this Section 6.2 by any of their respective Subsidiaries, Affiliates or Representatives.

Appears in 3 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Coca Cola Co), Share Purchase Agreement (Coca Cola Enterprises Inc)

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Access to Information Prior to the Closing; Confidentiality. (a) Subject to applicable Law, during the period from the date of this Agreement through the ClosingEffective Time, Seller CCE shall, and shall cause the Nordic Companies its applicable Subsidiaries and Affiliates to, give Buyer TCCC and its TCCC’s Representatives reasonable access during regular business hours to all offices, personnel, properties, facilities and Records of CCE, and its Subsidiaries and Affiliates as relates to the Nordic Companies North American Business or North American Business Entities (with respect to the North American Joint Ventures, to the extent provided in existing contracts) and as they may reasonably request, and shall furnish or cause to be furnished to Buyer TCCC such financial and operating data and other information as exists with respect to the offices, personnel, properties, facilities and Records of the Nordic Companies North American Business as Buyer TCCC may from time to time reasonably request; provided, however, that Buyer TCCC and its TCCC’s Representatives shall take such action in such a way as to avoid unreasonably disrupting the normal business of Seller, CCE and its Affiliates Subsidiaries and the Nordic CompaniesAffiliates. The parties shall cooperate to adopt such protocols as are reasonably necessary to comply with applicable Law in order to provide for the protection of any competitively sensitive information that may be shared by the parties pursuant to this Agreement. (b) Each of Buyer, Splitco TCCC and CCE Merger Sub shall hold and shall cause their respective TCCC’s Representatives to hold any information which it or they receive in connection with the activities and Transactions in strict confidence in accordance with and subject to the terms of the confidentiality agreement, dated as of November 13, 2008, between CCE and TCCC (the “Confidentiality Agreement”), which shall survive the execution and delivery of this Agreement and any termination of this Agreement pursuant to Article VIII hereof; provided, that this Section 6.2(b6.8(b) shall terminate and have no further force or effect following the Closing. (c) From and after the date of this Agreement, subject to Section 6.76.13, Seller CCE and TCCC Splitco shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to the Nordic Companies North American Business Entities and the Nordic North American Business (the “Nordic North American Business Confidential Information”) and the Transactions (the “Transaction Information”) in strict confidence in accordance with the Confidentiality Agreement (in the case of SellerSplitco, as if it were a party thereto) and not disclose, use or release any such Nordic North American Business Confidential Information or Transaction Information without the prior written consent of BuyerTCCC; provided, that (i) the Nordic North American Business Confidential Information shall not include any information that is disclosed by SellerCCE, TCCC, the Nordic Companies Splitco or their respective Representatives prior to the Closing in connection with the operation of the Nordic North American Business in the ordinary course of business consistent with past practice and or (ii) the Nordic North American Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by SellerCCE, TCCC Splitco or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(c6.8(c) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(c6.8(c) shall terminate and have no further force or effect following the termination of this Agreement. (d) From and after the date of this Agreement, subject to Xxxxxxx 0.0Section 6.13, Xxxxxxx, XXX CCE and Buyer TCCC shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to TCCC the Other CCE Businesses Entities and its Affiliates (other than the Nordic Companies) Other CCE Businesses (the “Other Business CCE Businesses Confidential Information”) and Transaction Information in strict confidence in accordance with the Confidentiality Agreement and not disclose, use or release any such Other Business CCE Businesses Confidential Information or Transaction Information without the prior written consent of TCCCSplitco; provided, that (i) the Other Business CCE Businesses Confidential Information shall not include any information that is disclosed by SellerCCE, its Affiliates Splitco or their respective Representatives prior to the Closing in connection with the operation of the TCCC Business Other CCE Businesses in the ordinary course of business consistent with past practice and or (ii) the Other Business CCE Businesses Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Splitco, CCE, Buyer Splitco or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(d6.8(d) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(d6.8(d) shall terminate and have no further force or effect following the termination of this Agreement. (e) The parties agree that they shall each be responsible for any breach or violation of the provisions of this Section 6.2 6.8 by any of their respective Subsidiaries, Affiliates or Representatives.

Appears in 2 contracts

Samples: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Enterprises Inc)

Access to Information Prior to the Closing; Confidentiality. (a) Subject to applicable Law, during During the period from commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement through the Closingis terminated pursuant to Section 7.1, Seller shall, and Sellers shall cause the Nordic Companies toCompanies, give Buyer upon reasonable notice, to afford Purchaser and its Representatives reasonable access during regular normal business hours to all officesthe officers, personneldirectors, employees, accountants, properties, facilities books and Records records of each of the Nordic Companies as they may reasonably requestCompanies, and during such period, shall furnish or cause to be furnished to Buyer such financial and operating data and other Purchaser all information concerning the Business as exists with respect to the offices, personnel, properties, facilities and Records of the Nordic Companies as Buyer Purchaser may from time to time reasonably request; provided, howeverthat Sellers may restrict the foregoing access to the extent that in their reasonable judgment, any Applicable Law requires them to restrict access to the Business, the properties, information or personnel of the Companies; and provided, further, that Buyer and its Representatives such access shall take such action in such a way as to avoid not unreasonably disrupting disrupt the normal business operations of Seller, its Affiliates and the Nordic Companies. The parties Notwithstanding anything to the contrary contained in this Agreement, Sellers shall cooperate to adopt such protocols as are reasonably necessary to comply with applicable Law in order not be required to provide for any information or access that Sellers reasonably believe could violate Applicable Law, including Antitrust Laws, rules or regulations or the protection terms of any competitively sensitive information that may be shared by the parties pursuant to this Agreementconfidentiality agreement or cause forfeiture of attorney/client privilege. (b) Each Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the operations of Buyerthe Companies prior to the Closing. Prior to the Closing, Splitco the Companies shall exercise, consistent with the terms and CCE shall hold conditions of this Agreement, complete control and supervision of their respective operations. (c) Purchaser hereby agrees that it is not authorized to and shall cause their respective not (and shall not permit any of its employees, counsel, accountants, consultants, financing sources and other Representatives to hold to) contact any information which it competitor, supplier, distributor, customer, agent or they receive in connection with representative of either of the activities and Transactions in strict confidence in accordance with and subject Companies, Xxxx Markets or Thomaston Land prior to the terms Closing without the prior written consent of such company. (d) Any information provided to or obtained by Purchaser pursuant to paragraph (a) above shall be “Confidential Information” as defined in the confidentiality agreementConfidentiality Agreement dated, dated as of November 13March 7, 20082017, between CCE Seller Parent and TCCC Purchaser (the “Confidentiality Agreement”), which and shall be held by Purchaser in accordance with, and shall be subject to the terms of, the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the execution and delivery termination of this Agreement and any continue in full force and effect thereafter. In the event of the termination of this Agreement for any reason, Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Confidential Information and not soliciting or employing employees of the Companies, Xxxx Markets or Thomaston Land. None of the Companies, Xxxx Markets or Thomaston Land will have or be subject to any liability or indemnification obligation to Purchaser or any other Person pursuant to Article VIII hereof; providedthis Agreement resulting from the distribution to Purchaser or its Affiliates and Representatives of any “Confidential Information” (as defined in the Confidentiality Agreement) or the use thereof by Purchaser or its Affiliates and Representatives, that including pursuant to the first sentence of this Section 6.2(b) shall terminate and have no further force or effect following the Closing5.2(d). (ce) From and after In addition to the date limitations set forth in the Confidentiality Agreement: (i) Purchaser shall not disclose any Confidential Information of this AgreementSellers, subject to Section 6.7, Seller and TCCC shall hold, and shall cause their unitholders or any of their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to the Nordic Companies and the Nordic Business (the “Nordic Business Confidential Information”) and the Transactions (the “Transaction Information”) in strict confidence in accordance with the Confidentiality Agreement (in the case of Seller, as if it were a party thereto) and not disclose, use or release any such Nordic Business Confidential Information or Transaction Information without the prior written consent of Buyerthe applicable party. (ii) Purchaser shall, with respect to all of such Confidential Information: (x) use such Confidential Information solely in connection with the negotiation of the terms of this Agreement and the transactions contemplated hereby; (y) not disclose such Confidential Information to any third party (other than the receiving party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein); and (z) use the same standard of care it uses to protect its own Confidential Information to protect such Confidential Information; provided, that in no event will such standard of care be less than a reasonable degree of care. (iii) Purchaser shall take commercially reasonable measures necessary to avoid any disclosure prohibited or restrained hereunder by any Representative or Affiliate of such party. Purchaser agrees that any action by any Representative or Affiliate of such party that, if such Representative or Affiliate were a party to this Agreement, would violate the terms of the Confidentiality Agreement or this Section 5.2, shall be deemed a breach of this Agreement by Purchaser and such party. (f) From the Closing Date forward, Sellers shall hold in confidence and not use or disclose any non-public or Confidential Information of or relating to the Companies, its Business or any Transferred Asset in violation of this Section 5.2(f), and in each case shall use commercially reasonable efforts to prevent the unauthorized use, dissemination or disclosure of such Confidential Information in violation of this Section 5.2(f); provided, however, that (i) the Nordic Business Confidential Information this Section 5.2(f) shall not include apply to any information that is disclosed by Seller, TCCC, the Nordic Companies or their respective Representatives prior to the Closing in connection with the operation of the Nordic Business in the ordinary course of business consistent with past practice and (iiA) the Nordic Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of disclosure on or after the Closing Date, directly or indirectly, by Sellers or (B) is or becomes available to Sellers from a disclosure by SellerThird Party on a non-confidential basis, TCCC or their respective Representatives in violation of this Agreement; provided, further, provided that the provisions source of this Section 6.2(c) will such information was not prohibit any retention of copies of Records required known and could not reasonably have been known by any applicable Law the recipient party to be bound by a confidentiality obligation to Purchaser or the disclosure of any information as required by Law or legal process. This Section 6.2(c) shall terminate and have no further force or effect following the termination of this Agreement. (d) From and after the date of this Agreementits Affiliates, subject to Xxxxxxx 0.0, Xxxxxxx, XXX and Buyer shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to TCCC and its Affiliates (other than the Nordic Companies) (the “Other Business Confidential Information”) and Transaction Information in strict confidence in accordance with the Confidentiality Agreement and not disclose, use or release any such Other Business Confidential Information or Transaction Information without the prior written consent of TCCC; provided, that (i) the Other Business Confidential Information shall not include any information that is disclosed by Seller, its Affiliates or their respective Representatives prior to the Closing in connection with the operation of the TCCC Business in the ordinary course of business consistent with past practice and (ii) the Other Business Sellers shall be permitted to disclose any such Confidential Information if (I) such disclosure is required by Applicable Law or an Order, (II) the disclosing Person has given reasonable advance written notice to Purchaser of such prospective disclosure and Transaction Information shall not include any an opportunity to procure a protective order or confidential treatment thereof at Purchaser’s expense, (III) in the event required by Applicable Law or an Order to disclose notwithstanding the preceding clause (II), the disclosing Person discloses only that portion of the confidential information that it is or becomes generally available to the public other than as a result of a disclosure by Splitco, CCE, Buyer or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(d) will not prohibit any retention of copies of Records required by any applicable Applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(d) shall terminate and have no further force or effect following the termination of this AgreementOrder to disclose. (eg) The parties agree that they Notwithstanding anything to the contrary contained in this Agreement, a disclosing party shall each be responsible entitled to equitable relief, including injunction and specific performance, as a remedy for any breach or violation of the provisions threatened breach of this Section 6.2 by any of their respective Subsidiaries, Affiliates or Representatives5.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sprague Resources LP)

Access to Information Prior to the Closing; Confidentiality. (a) Subject to applicable Law, during the period from the date of this Agreement through the ClosingEffective Time, Seller CCE shall, and shall cause the Nordic Companies its applicable Subsidiaries and Affiliates to, give Buyer TCCC and its TCCC's Representatives reasonable access during regular business hours to all offices, personnel, properties, facilities and Records of CCE, and its Subsidiaries and Affiliates as relates to the Nordic Companies North American Business or North American Business Entities (with respect to the North American Joint Ventures, to the extent provided in existing contracts) and as they may reasonably request, and shall furnish or cause to be furnished to Buyer TCCC such financial and operating data and other information as exists with respect to the offices, personnel, properties, facilities and Records of the Nordic Companies North American Business as Buyer TCCC may from time to time reasonably request; provided, however, that Buyer TCCC and its TCCC's Representatives shall take such action in such a way as to avoid unreasonably disrupting the normal business of Seller, CCE and its Affiliates Subsidiaries and the Nordic CompaniesAffiliates. The parties shall cooperate to adopt such protocols as are reasonably necessary to comply with applicable Law in order to provide for the protection of any competitively sensitive information that may be shared by the parties pursuant to this Agreement. (b) Each of Buyer, Splitco TCCC and CCE Merger Sub shall hold and shall cause their respective TCCC's Representatives to hold any information which it or they receive in connection with the activities and Transactions in strict confidence in accordance with and subject to the terms of the confidentiality agreement, dated as of November 13, 2008, between CCE and TCCC (the "Confidentiality Agreement"), which shall survive the execution and delivery of this Agreement and any termination of this Agreement pursuant to Article VIII hereof; provided, that this Section 6.2(b6.8(b) shall terminate and have no further force or effect following the Closing. (c) From and after the date of this Agreement, subject to Section 6.76.13, Seller CCE and TCCC Splitco shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to the Nordic Companies North American Business Entities and the Nordic North American Business (the “Nordic "North American Business Confidential Information") and the Transactions (the "Transaction Information") in strict confidence in accordance with the Confidentiality Agreement (in the case of SellerSplitco, as if it were a party thereto) and not disclose, use or release any such Nordic North American Business Confidential Information or Transaction Information without the prior written consent of BuyerTCCC; provided, that (i) the Nordic North American Business Confidential Information shall not include any information that is disclosed by SellerCCE, TCCC, the Nordic Companies Splitco or their respective Representatives prior to the Closing in connection with the operation of the Nordic North American Business in the ordinary course of business consistent with past practice and or (ii) the Nordic North American Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by SellerCCE, TCCC Splitco or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(c6.8(c) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(c6.8(c) shall terminate and have no further force or effect following the termination of this Agreement. (d) From and after the date of this Agreement, subject to Xxxxxxx 0.0Section 6.13, Xxxxxxx, XXX CCE and Buyer TCCC shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to TCCC the Other CCE Businesses Entities and its Affiliates (other than the Nordic Companies) Other CCE Businesses (the "Other Business CCE Businesses Confidential Information") and Transaction Information in strict confidence in accordance with the Confidentiality Agreement and not disclose, use or release any such Other Business CCE Businesses Confidential Information or Transaction Information without the prior written consent of TCCCSplitco; provided, that (i) the Other Business CCE Businesses Confidential Information shall not include any information that is disclosed by SellerCCE, its Affiliates Splitco or their respective Representatives prior to the Closing in connection with the operation of the TCCC Business Other CCE Businesses in the ordinary course of business consistent with past practice and or (ii) the Other Business CCE Businesses Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Splitco, CCE, Buyer Splitco or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(d6.8(d) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(d6.8(d) shall terminate and have no further force or effect following the termination of this Agreement. (e) The parties agree that they shall each be responsible for any breach or violation of the provisions of this Section 6.2 6.8 by any of their respective Subsidiaries, Affiliates or Representatives.

Appears in 1 contract

Samples: Business Separation and Merger Agreement (Coca Cola Co)

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Access to Information Prior to the Closing; Confidentiality. (a) Subject to applicable Law, during the period from the date of this Agreement through the Closing, Seller shall, and shall cause the Nordic Companies to, give Buyer and its Representatives reasonable access during regular business hours to all offices, personnel, properties, facilities and Records of the Nordic Companies as they may reasonably request, and shall furnish or cause to be furnished to Buyer such financial and operating data and other information as exists with respect to the offices, personnel, properties, facilities and Records of the Nordic Companies as Buyer may from time to time reasonably request; provided, however, that Buyer and its Representatives shall take such action in such a way as to avoid unreasonably disrupting the normal business of Seller, its Affiliates and the Nordic Companies. The parties shall cooperate to adopt such protocols as are reasonably necessary to comply with applicable Law in order to provide for the protection of any competitively sensitive information that may be shared by the parties pursuant to this Agreement. (b) Each of Buyer, Splitco and CCE shall hold and shall cause their respective Representatives to hold any information which it or they receive in connection with the activities and Transactions in strict confidence in accordance with and subject to the terms of the confidentiality agreement, dated as of November 13, 2008, between CCE and TCCC (the “Confidentiality Agreement”), which shall survive the execution and delivery of this Agreement and any termination of this Agreement pursuant to Article VIII hereof; provided, that this Section 6.2(b) shall terminate and have no further force or effect following the Closing. (c) From and after the date of this Agreement, subject to Section 6.7, Seller and TCCC shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to the Nordic Companies and the Nordic Business (the “Nordic Business Confidential Information”) and the Transactions (the “Transaction Information”) in strict confidence in accordance with the Confidentiality Agreement (in the case of Seller, as if it were a party thereto) and not disclose, use or release any such Nordic Business Confidential Information or Transaction Information without the prior written consent of Buyer; provided, that (i) the Nordic Business Confidential Information shall not include any information that is disclosed by Seller, TCCC, the Nordic Companies or their respective Representatives prior to the Closing in connection with the operation of the Nordic Business in the ordinary course of business consistent with past practice and (ii) the Nordic Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Seller, TCCC or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(c) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(c) shall terminate and have no further force or effect following the termination of this Agreement. (d) From and after the date of this Agreement, subject to Xxxxxxx Sxxxxxx 0.0, Xxxxxxx, XXX and Buyer shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to TCCC and its Affiliates (other than the Nordic Companies) (the “Other Business Confidential Information”) and Transaction Information in strict confidence in accordance with the Confidentiality Agreement and not disclose, use or release any such Other Business Confidential Information or Transaction Information without the prior written consent of TCCC; provided, that (i) the Other Business Confidential Information shall not include any information that is disclosed by Seller, its Affiliates or their respective Representatives prior to the Closing in connection with the operation of the TCCC Business in the ordinary course of business consistent with past practice and (ii) the Other Business Confidential Information and Transaction Information shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Splitco, CCE, Buyer or their respective Representatives in violation of this Agreement; provided, further, that the provisions of this Section 6.2(d) will not prohibit any retention of copies of Records required by any applicable Law or the disclosure of any information as required by Law or legal process. This Section 6.2(d) shall terminate and have no further force or effect following the termination of this Agreement. (e) The parties agree that they shall each be responsible for any breach or violation of the provisions of this Section 6.2 by any of their respective Subsidiaries, Affiliates or Representatives.

Appears in 1 contract

Samples: Share Purchase Agreement (Coca-Cola Enterprises, Inc.)

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