Common use of After the Closing Clause in Contracts

After the Closing. Buyer and its Affiliates shall not disclose, directly or indirectly, any documents, work papers or other materials of a confidential or proprietary nature related to Seller (including any such information obtained in connection with the entering into of this Agreement) and shall have all such information kept confidential; provided, however, that Buyer may disclose any such information (i) that is or becomes generally available to the public other than as a result of disclosure by Buyer or its Affiliates, (ii) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives an opinion of counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided further, that Buyer may disclose such information to the extent necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and, provided further, that this Section ‎7.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or Connextions HCI.

After the Closing. Seller shall continue to maintain the confidentiality of all information, documents and materials relating to the Business, including all such materials which remain in the possession of Seller, except to the extent disclosure of any such information is required by law or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement, and its Affiliates Buyer shall not disclosemaintain the confidentiality of all information, directly or indirectly, any documents, work papers or other documents and materials of a confidential or proprietary nature related relating to Seller (including any such information other than that relating to the Business) which Buyer has obtained in connection with this Agreement or with the entering into transactions contemplated herein, except to the extent disclosure of any such information is required by law or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement) and shall have all such information kept confidential; provided, however, . In the event that Buyer may any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 9.14, the disclosing party will (a) provide the other party with prompt notice before such information disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information, and (ib) that is cooperate with the other party in attempting to obtain such order or becomes generally available assurance. The provisions of this Section 9.14 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than as a result by reason of disclosure breach by Buyer the applicable party bound hereunder or its Affiliates, (ii) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives an opinion of counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided further, that Buyer may disclose such information to the extent necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and, provided further, that this Section ‎7.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or Connextions HCI.

After the Closing. Seller shall continue to maintain the confidentiality of all information, documents and materials relating to the Business, including all such materials which remain in the possession of Seller, except to the extent disclosure of any such information is required by law or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement, and its Affiliates Buyer shall not disclosemaintain the confidentiality of all information, directly or indirectly, any documents, work papers or other documents and materials of a confidential or proprietary nature related relating to Seller (including any such information other than that relating to the Business) which Buyer has obtained in connection with this Agreement or with the entering into transactions contemplated herein, except to the extent disclosure of any such information is required by law or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement) and shall have all such information kept confidential; provided, however, . In the event that Buyer may any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14, the disclosing party will (a) provide the other party with prompt notice before such information disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information, and (ib) that is cooperate with the other party in attempting to obtain such order or becomes generally available assurance. The provisions of this Section 8.14 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than as a result by reason of disclosure breach by Buyer the applicable party bound hereunder or its Affiliates, (ii) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives an opinion of counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided further, that Buyer may disclose such information to the extent necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and, provided further, that this Section ‎7.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or Connextions HCI.

After the Closing. Seller shall continue to maintain the confidentiality of all information, documents and materials relating to the BDS Network, including all such materials which remain in the possession of Seller, except to the extent disclosure of any such information is required by law or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement, and its Affiliates Buyer shall not disclosemaintain the confidentiality of all information, directly or indirectly, any documents, work papers or other documents and materials of a confidential or proprietary nature related relating to Seller (including any such information other than that relating to the BDS Network) which Buyer has obtained in connection with this Agreement or with the entering into transactions contemplated herein, except to the extent disclosure of any such information is required by law or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement) and shall have all such information kept confidential; provided, however, . In the event that Buyer may any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14, the disclosing party will (a) provide the other party with prompt notice before such information disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information, and (ib) that is cooperate with the other party in attempting to obtain such order or becomes generally available assurance. The provisions of this Section 8.14 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than as a result by reason of disclosure breach by Buyer the applicable party bound hereunder or its Affiliates, (ii) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives an opinion of counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided further, that Buyer may disclose such information to the extent necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and, provided further, that this Section ‎7.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or Connextions HCI.

After the Closing. Buyer Sellers shall, and shall cause its Affiliates shall not discloseto, directly or indirectlycontinue to maintain the confidentiality of all information, any documentsdocuments and materials relating to the Business, work papers or other including all such materials which remain in the possession of a confidential or proprietary nature related Sellers, except to Seller (including the extent disclosure of any such information is required by law or authorized by Buyers or reasonably occurs in connection with disputes over the terms of this Agreement, and Buyers shall, and shall cause their respective Affiliates to, maintain the confidentiality of all information, documents and materials relating to Sellers (other than that relating to the Business) which Buyers or any of their Affiliates have obtained in connection with this Agreement or with the entering into transactions contemplated herein, except to the extent disclosure of any such information is required by law or authorized by Sellers or reasonably occurs in connection with disputes over the terms of this Agreement) and shall have all such information kept confidential; provided, however, . In the event that Buyer may any Party reasonably believes after consultation with counsel that it or its Affiliates are required by law to disclose any confidential information described in this Section 9.02, the disclosing Party will (a) provide the other Party with prompt notice before such disclosure in order that any Party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (ib) that is cooperate with the other Party in attempting to obtain such order or becomes generally available assurance. The provisions of this Section 9.02 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than as a result by reason of disclosure breach by Buyer the applicable Party bound hereunder or its Affiliates, (ii) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives an opinion of counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided further, that Buyer may disclose such information to the extent necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and, provided further, that this Section ‎7.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or Connextions HCI.

After the Closing. Buyer each Seller shall, and shall cause each of its Affiliates shall not discloseto, directly continue to maintain the confidentiality of all information, documents and materials relating to the Business, the KCL Group or indirectlyPurchaser, any documentsincluding all such materials which remain in the possession of Seller after the Closing, work papers or other materials except to the extent disclosure of a confidential or proprietary nature related to Seller (including any such information is required in the opinion of such Seller's outside counsel by law or authorized by Purchaser or reasonably occurs in connection with disputes over the terms of this Agreement. After the Closing, Purchaser shall, and shall cause the KCL Group to, maintain the confidentiality of all information, documents and materials relating to the Sellers (other than that relating to the KCL Group or any relationship between the KCL Group and any of their shareholders) which Purchaser has obtained in connection with this Agreement and with the entering into transactions contemplated herein, except to the extent disclosure of any such information is required by law in the opinion of Purchaser's outside counsel or authorized by any such Seller, as the case may be, or reasonably occurs in connection with disputes over the terms of this Agreement) and shall have all such information kept confidential; provided, however, . In the event that Buyer may disclose any such information (i) Party reasonably believes after consultation with counsel that it is or becomes generally available to the public other than as a result of disclosure required by Buyer or its Affiliates, (ii) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to Seller, or (iii) with the prior written approval of Seller; provided further, that, to the extent that Buyer or its Affiliates may become legally compelled law to disclose any confidential information described in this Section 10.2 the disclosing Party will (a) provide the other Parties with prompt notice before such information by any Governmental Entity or if Buyer or its Affiliates receives an opinion of counsel that disclosure is required in order to avoid violating that any Laws, Buyer or its Affiliates Party may disclose such information but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity attempt to obtain an appropriate a protective order, order or other satisfactory assurance of that confidential treatment, for treatment will be accorded such confidential information and (b) cooperate with the information required other party in attempting to be disclosed; provided further, that Buyer may disclose obtain such information to the extent necessary to comply with applicable Law order or regulation, or to enforce its obligations under this Agreement; and, provided further, that this Section ‎7.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or Connextions HCIassurance.