Common use of Agreements Regarding Confidentiality Clause in Contracts

Agreements Regarding Confidentiality. (a) Each of Sellers, on the one hand, and Buyer, on the other hand, from and after the Closing (including after the Closing, (i) for Sellers only with respect to the Business, the Transferred Assets, the Assumed Liabilities and the other businesses and/or assets of Buyer, and (ii) for Buyer only with respect to the Retained Assets, Retained Liabilities and other businesses and/or assets of Sellers), shall not, without the prior written consent of the other, disclose to any Person, confidential information relating to or concerning the Transferred Assets, the Business, or Buyer, in the case of Sellers, or the Retained Assets, any businesses of Sellers (other than the Business), or Sellers, in the case of Buyer, obtained by or in the possession of Sellers or Buyer, as the case may be, prior to the Closing Date (the “Confidential Information”), except to its officers, directors, employees, and representatives who need to know such information for purposes of the transactions contemplated by this Agreement and the other Transaction Documents, Taxes, accounting, litigation and in the case of Sellers other matters necessary in respect of Sellers’ ownership, prior to the Closing, of the Transferred Assets or the Business, unless, upon the advice of the disclosing party’s counsel, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other Law or the rules of the New York Stock Exchange or any other relevant securities exchange. In any event, compliance by a Person referenced in the preceding sentence with the confidentiality obligations set forth in this Section 7.5 shall remain the responsibility of the party employing or engaging such Person. In the event that a party is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Confidential Information which otherwise may not be disclosed except as set forth in the preceding sentence, such party shall provide the other parties with prompt notice of such request or demand or other similar process so that the party seeking to prevent disclosure may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, waive the disclosing party’s compliance with the provisions of this Section 7.5, as appropriate. The term “Confidential Information” does not include information which (i) becomes generally available to the public other than as a result of disclosure by Sellers or Buyer, as the case may be; (ii) was available on a non-confidential basis prior to its coming into the disclosing party’s possession; or (iii) becomes available to the disclosing party on a non-confidential basis from a source other than the other party, provided that such source is not bound by a confidentiality agreement with the disclosing party or its representatives. (b) For purposes of this Section 7.5, Sellers shall include Sellers, their respective subsidiaries and Affiliates, and any of their respective directors, officers, employees and representatives, and Buyer shall include Buyer, its subsidiaries and Affiliates, and any of their respective directors, officers, employees and representatives. (c) Notwithstanding anything herein to the contrary, each party to this Agreement may (without prior notification to, or approval or consent by, any other party) disclose to taxing authorities and/or to such party’s representatives (including outside counsel and advisors) any Confidential Information that is required to be disclosed in connection with such party’s tax filings, reports, claims, audits, or litigation.

Agreements Regarding Confidentiality. (a) Each of SellersParent, on the one hand, Seller and Buyer, on the other handGCS each covenants that, from and after the Closing date of this Agreement (including after the Closing, (i) for Sellers only with respect to the Business, the Transferred Assets, the Assumed Liabilities and the other businesses and/or assets of Buyer, and (ii) for Buyer only with respect to the Retained Assets, Retained Liabilities and other businesses and/or assets of Sellers), shall it will not, during the Applicable Period, without the prior written consent of the otherBuyer, use or disclose to any Person, Person confidential information relating to or concerning the Transferred Assetsconcerning: (i) Buyer and its Affiliates' respective business, the Businesscustomers, financial condition, performance or Buyer, in the case of Sellers, or the Retained Assets, any businesses of Sellers (other than the Business), or Sellers, in the case of Buyeroperations, obtained by or in the possession of Sellers Parent or Buyer, as the case may be, Seller prior to the Closing Date (the “"Buyer Confidential Information”"), except to its for disclosure to, and use by the officers, directors, employeesemployees and Representatives of Parent, Seller, GCS and representatives their respective Affiliates who need to know or use such information for purposes of the transactions contemplated by this Agreement and the other Transaction Documents, Taxes, accounting, litigation and in the case of Sellers other matters necessary in respect of Sellers’ ownership, prior to the Closing, of the Transferred Assets or the BusinessTransaction, unless, upon in the advice opinion of the disclosing party’s counselcounsel to Parent or Seller, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other Law or the rules of the New York Stock Exchange or any other relevant securities exchange. In . (ii) The Transferred Assets, Assumed Liabilities, the Operative Documents, or the Business, in each case obtained by or in the possession of Parent, Seller or GCS at or prior to the Closing ("Transferred Business Confidential Information"), except for disclosure to, and use by its and its Affiliates' officers, directors, employees and Representatives to the extent such Persons need to know or use such information for purposes of the Transaction, Taxes, accounting, litigation and other matters necessary in respect of the ownership by Seller prior to the Closing of the Transferred Assets or the Business, unless, in the opinion of counsel to Parent and Seller, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other Law or the rules of the New York Stock Exchange or any eventother relevant securities exchange; further, compliance provided, in the event disclosure of an Operative Document is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other law or the rules of the New York Stock Exchange or any other relevant securities exchange, all as herein contemplated, Parent and Seller agree to give Buyer prior written notice thereof and to use reasonable efforts, in cooperation with Buyer, to obtain confidential treatment for any Buyer Confidential Information contained in the Operative Documents. (b) The term "Buyer Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of wrongful disclosure by Parent, Seller, GCS or its Affiliates, agents or Representatives, (ii) was available on a non-confidential basis prior to its coming into the possession of Parent or Seller, or (iii) becomes available after the Closing to Parent, GCS or Seller on a non-confidential basis from a source other than Buyer or its Affiliates, provided that, to the Knowledge of Parent, GCS or Seller, as applicable, such source is not bound by a confidentiality agreement with Buyer or any of its Representatives. The term "Transferred Business Confidential Information" does not include information which becomes generally available to the public other than as a result of wrongful disclosure by Parent, GCS, Seller or their respective Affiliates, agents or Representatives provided that, to the Knowledge of Parent, GCS or Seller, such source is not bound by a confidentiality agreement with Buyer, its Affiliates, or their respective Representatives. (c) Notwithstanding the foregoing, Parent, Seller, GCS and their respective Affiliates may use and disclose Transferred Business Confidential Information to the extent (i) reasonably required to bring any claim against, or resolve any dispute with, any Person referenced who is party to any Transferred Contract which arises under such Transferred Contract relating to events prior to the Effective Time, or (ii) reasonably required to defend any Litigation, claim or other dispute relating to any matter that is or relates to, or is asserted to be or relate to, a Retained Asset or a Retained Liability or any other matter that is or is asserted to be covered by Parent or Seller's indemnification obligations under Article XI; (iii) required by applicable Laws or Payment Network Regulations, (iv) reasonably required to prepare any financial statements (including the notes thereto), or (v) reasonably necessary to be disclosed to banking authorities or regulators, including as may result from Seller's status as an Affiliate of Parent, and related disclosure to Seller's, GCS's and Parent's Corporate and Compliance departments. Prior to any use or disclosure of such Transferred Business Confidential Information, Parent, GCS or Seller will notify Buyer that it intends to use or disclose Transferred Business Confidential Information and will consult with Buyer in good faith regarding the preceding sentence with the confidentiality obligations set forth in this Section 7.5 shall remain the responsibility scope of the party employing or engaging such Person. use and disclosure. (d) In the event that Parent, GCS, Seller or any of its Affiliates is requested or required by document subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Buyer Confidential Information or Transferred Business Confidential Information which otherwise may not be disclosed except as set forth in Section 9.2(a) or (c), Parent, GCS or Seller will provide Buyer with prompt notice of such request or demand or other similar process so that Buyer may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, waive compliance with the provisions of this Section 9.2, as appropriate. (e) Buyer covenants that, from and after the date of this Agreement (including after the Closing), it will not during the Applicable Period, without the prior written consent of Parent and Seller use or disclose to any Person confidential information relating to or concerning (i) Parent, Seller, GCS, their respective Affiliates, or their respective businesses, customers, financial condition, performance or operations or (ii) the Operative Documents obtained by Buyer at or prior to the Closing Date, excluding any Transferred Business Confidential Information and such other information as it relates to the Transferred Assets and/or included in the Transferred Books and Records (the "Seller Confidential Information"), except for disclosure to, and use by, Buyer's and its Affiliates' officers, directors, employees and Representatives to the extent such Persons need to know such information for purposes of the Transaction, Taxes, accounting, Litigation and other matters necessary in respect of the ownership by Buyer, subsequent to the Closing, of the Transferred Assets, Buyer's assumption of the Assumed Liabilities or Buyer's conduct of its Merchant Processing Business, unless, in the opinion of counsel to Buyer, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other applicable Law or the rules of the New York Stock Exchange or any other relevant securities exchange; further, provided, in the event disclosure of an Operative Document is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other law or the rules of the New York Stock Exchange or any other relevant securities exchange, all as herein contemplated, Buyer agrees to give Parent and Seller prior written notice thereof and to use all reasonable efforts, in cooperation with Parent and Seller, to obtain confidential treatment for any Seller Confidential Information contained in the Operative Documents. The term "Seller Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of disclosure by Buyer or its Affiliates, agents or Representatives, (ii) was available on a non-confidential basis prior to its coming into the possession of Buyer, or (iii) becomes available after the Closing to Buyer on a non-confidential basis from a source other than Parent, GCS or Seller, provided that, to the Knowledge of Buyer, such source is not bound by a confidentiality agreement with Parent, Seller or their Representatives. (f) Notwithstanding the foregoing, Buyer and its Affiliates may use and disclose Seller Confidential Information to the extent (i) reasonably required to bring any claim against, or resolve any dispute with, any Person who is party to any Transferred Contract that arises under such Transferred Contract relating to events at or after the Effective Time, (ii) reasonably required to defend any Litigation, claim or other dispute relating to any matter that is or relates to, or is asserted to be or relate to, a Transferred Asset or an Assumed Liability or any other matter that is or is asserted to be covered by Buyer's indemnification obligations under Article XI, (iii) required for Buyer to provide Merchant Services under this Agreement or the other Operative Documents, or otherwise in connection with Buyer's performance of its obligations hereunder or thereunder, (iv) required by applicable Laws or Payment Network Regulations, (v) reasonably required to prepare any financial statements (including the notes thereto), or (vi) reasonably necessary to be disclosed to banking authorities or regulators, including as may result from Buyer's status as an Affiliate of a bank, and related disclosure to Buyer's Corporate and Compliance Units. Prior to any use or disclosure of such Seller Confidential Information, Buyer will notify Parent and Seller that Buyer intends to use or disclose Seller Confidential Information and will consult with Parent and Seller in good faith regarding the scope of the use and disclosure. (g) In the event that Buyer is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Seller Confidential Information which otherwise may not be disclosed except as set forth in the preceding sentenceSection 9.2(e) or (f), such party shall Buyer will provide the other parties Parent and Seller with prompt notice of such request or demand or other similar process so that the party seeking to prevent disclosure Parent, GCS and Seller may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, waive the disclosing party’s compliance with the provisions of this Section 7.59.2, as appropriate. The term “Confidential Information” does not include . (h) Notwithstanding any other provision under this Section 9.2, no party shall be prohibited from publicly disclosing information which related to the effect of the Transaction on such party's financial condition and results of operations in connection with customary investor relations activities consistent with past practice. (i) becomes generally available to The parties agree that the public other than as a result confidentiality provisions of disclosure the Confidentiality Agreement shall be superseded by Sellers this Section 9.2, and that all information and material which constitutes "Evaluation Material" under the confidentiality provisions of the Confidentiality Agreement shall constitute Seller Confidential Information or BuyerTransferred Business Confidential Information, as the case may be; (ii) was available on a non-confidential basis prior to its coming into the disclosing party’s possession; or (iii) becomes available to the disclosing party on a non-confidential basis from a source other than the other partyapplicable, provided that such source is not bound by a confidentiality agreement with the disclosing party or its representatives. (b) For for purposes of this Section 7.59.2. The parties further agree that as of the Effective Time, Sellers the Confidentiality Agreement shall include Sellers, their respective subsidiaries be terminated and Affiliates, and any of their respective directors, officers, employees and representatives, and Buyer shall include Buyer, its subsidiaries and Affiliates, and any of their respective directors, officers, employees and representativesno further force or effect. (c) Notwithstanding anything herein to the contrary, each party to this Agreement may (without prior notification to, or approval or consent by, any other party) disclose to taxing authorities and/or to such party’s representatives (including outside counsel and advisors) any Confidential Information that is required to be disclosed in connection with such party’s tax filings, reports, claims, audits, or litigation.

Agreements Regarding Confidentiality. (a) Each of Sellers, on the one hand, Seller Parent and Buyer, on the other handSeller covenants that, from and after the Closing date of this Agreement (including after the Closing, (i) for Sellers only with respect to the Business, the Transferred Assets, the Assumed Liabilities and the other businesses and/or assets of Buyer, and (ii) for Buyer only with respect to the Retained Assets, Retained Liabilities and other businesses and/or assets of Sellers), shall notit will not for a period of five years, without the prior written consent of the otherBuyer, disclose to any Person, Person confidential information relating to or concerning the Transferred Assetsconcerning: (i) The Buyer, the BusinessBuyer Parent or the Buying Subsidiaries, or Buyertheir respective business, in the case of Sellerscustomers, financial condition, performance or the Retained Assets, any businesses of Sellers (other than the Business), or Sellers, in the case of Buyeroperations, obtained by or in the possession of Sellers the Seller Parent or Buyer, as the case may be, Seller prior to the Closing Date (the “Confidential Information”"BUYER CONFIDENTIAL INFORMATION"), except to its the officers, directors, employees, employees and representatives of the Seller Parent or the Seller who need to know such information for purposes of the transactions contemplated by this Agreement and the other Transaction Documents, Taxes, accounting, litigation and in the case of Sellers other matters necessary in respect of Sellers’ ownership, prior to the Closing, of the Transferred Assets or the Business, unless, upon the advice of counsel to the disclosing party’s counselSeller, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other Law or the rules of the New York Stock Exchange or any other relevant securities exchange. In If the Seller and the Buyer enter into a definitive agreement regarding the acquisition by the Seller of the Buyer's air services portfolio and related customer agreements, the confidentiality provisions of such agreement shall govern any eventBuyer Confidential Information relating to such business in lieu of this Section 7.5(a)(i). (ii) The Transferred Assets, compliance Assumed Liabilities, Transferred Business or the provision by a Person referenced the Seller and the Selling Subsidiaries prior to the Closing of the Outsourced Services in each case obtained by or in the preceding sentence possession of the Seller Parent or the Seller prior to the Closing (the "TRANSFERRED BUSINESS CONFIDENTIAL INFORMATION"), except to their respective officers, directors, employees and representatives to the extent such Persons need to know such information for purposes of the transactions contemplated by this Agreement and the other Transaction Documents, Taxes, accounting, litigation and other matters necessary in respect of the ownership by Seller and the Selling Subsidiaries prior to the Closing of the Transferred Assets or the Transferred Business or the provision by the Seller and the Selling Subsidiaries prior to the Closing of the Outsourced Services, unless, upon the advice of counsel to the Seller, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other Law or the rules of the New York Stock Exchange or any other relevant securities exchange. (b) Notwithstanding the foregoing, the Seller Parent and the Seller may use and disclose Transferred Business Confidential Information to the extent (i) reasonably required to bring any claim against, or resolve any dispute with, any Person who is party to any Transferred Contract arising under such Transferred Contract and relating to events prior to 12:01 a.m. Central Time on the Closing Date, (ii) reasonably required to defend any Litigation, claim or other dispute relating to any matter that is or relates to, or is asserted to be or relate to, a Retained Asset or a Retained Liability or any other matter that is or is asserted to be covered by the Seller's or the Seller Parent's indemnification obligations under Article XI or (iii) such Transferred Business Confidential Information was available on a non-confidential basis prior to its coming into the possession of the Seller Parent or the Seller and directly relates to the Retained Assets, the Retained Liabilities or the Retained Business. Prior to any use or disclosure of such Transferred Business Confidential Information, the Seller will notify the Buyer that the Seller intends to disclose Transferred Business Confidential Information and will consult with the confidentiality obligations set forth Buyer in this Section 7.5 shall remain good faith regarding the responsibility scope of the party employing or engaging such Person. use and disclosure. (c) In the event that a party the Seller Parent or the Seller is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Buyer Confidential Information or Transferred Business Confidential Information which otherwise may not be disclosed except as set forth in Section 7.5(a) or (b), the preceding sentence, such party shall Seller Parent or the Seller will provide the other parties Buyer with prompt notice of such request or demand or other similar process so that the party seeking to prevent disclosure Buyer may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, waive the disclosing party’s compliance with the provisions of this Section 7.5, as appropriate. The term “"Buyer Confidential Information” " does not include information which (i) becomes generally available to the public other than as a result of wrongful disclosure by the Seller Parent or Seller, (ii) was available on a non-confidential basis prior to its coming into the possession of the Seller Parent or the Seller to the extent such Buyer Confidential Information relates to the Retained Assets, the Retained Liabilities or the Retained Business or (iii) becomes available after the Closing to the Seller Parent or the Seller on a non-confidential basis from a source other than the Buyer Parent or the Buyer to the extent such Buyer Confidential Information relates to the Retained Assets, the Retained Liabilities or the Retained Business, provided that, to the knowledge of the Seller, such source is not bound by a confidentiality agreement with the Buyer Parent or the Buyer or their respective representatives. The term "Transferred Business Confidential Information" does not include information which becomes generally available to the public other than as a result of wrongful disclosure by the Seller Parent or the Seller. (d) Each of the Buyer Parent and the Buyer covenants that, from and after the date of this Agreement (including after the Closing), it will not for a period of five years, without the prior written consent of the Seller, disclose to any Person confidential information relating to or concerning the Retained Assets, the Retained Liabilities, the Retained Business or the Seller Parent, the Seller or the Selling Subsidiaries, or their respective businesses, customers, financial condition, performance or operations, obtained by the Buyer Parent or the Buyer prior to the Closing Date (the "SELLER CONFIDENTIAL INFORMATION"), except to their respective officers, directors, employees and representatives to the extent such Persons need to know such information for purposes of the transactions contemplated by this Agreement and the other Transaction Documents, Taxes, accounting, litigation and other matters necessary in respect of the ownership by the Buyer and the Buying Subsidiaries, subsequent to the Closing, of the Transferred Assets or the Transferred Business, and their assumption of the Assumed Liabilities, unless, upon the advice of counsel to the Buyer, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other applicable Law or the rules of the New York Stock Exchange or any other relevant securities exchange. (e) Notwithstanding the foregoing, the Buyer Parent and the Buyer may use and disclose Seller Confidential Information to the extent (i) reasonably required to bring any claim against, or resolve any dispute with, any Person who is party to any Transferred Contract arising under such Transferred Contract and relating to events on or after 12:01 a.m. Central Time on the Closing Date, (ii) reasonably required to defend any Litigation, claim or other dispute relating to any matter that is or relates to, or is asserted to be or relate to, a Transferred Asset or an Assumed Liability or any other matter that is or is asserted to be covered by the Buyer's or the Buyer Parent's indemnification obligations under Article XI or (iii) such Seller Confidential Information was available on a non-confidential basis prior to its coming into the possession of the Buyer Parent or the Buyer and directly relates to the Transferred Assets, the Assumed Liabilities or the Transferred Business. Prior to any use or disclosure of such Seller Confidential Information, the Buyer will notify the Seller that the Buyer intends to disclose Seller Confidential Information and will consult with the Seller in good faith regarding the scope of the use and disclosure. (f) In the event that the Buyer Parent or the Buyer is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Seller Confidential Information which otherwise may not be disclosed except as set forth in Section 7.5(d) or (e), the Buyer Parent or the Buyer will provide the Seller with prompt notice of such request or demand or other similar process so that the Seller may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, waive compliance with the provisions of this Section 7.5, as appropriate. The term "Seller Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of disclosure by Sellers the Buyer Parent or the Buyer, as the case may be; (ii) was available on a non-confidential basis prior to its coming into the disclosing party’s possession; possession of the Buyer Parent or the Buyer or (iii) becomes available after the Closing Date to the disclosing party Buyer Parent or the Buyer on a non-confidential basis from a source other than the other partySeller Parent or the Seller, provided that that, to the knowledge of the Buyer, such source is not bound by a confidentiality agreement with the disclosing party Seller Parent or its the Seller or their respective representatives. (bg) For purposes of this Section 7.5, Sellers (i) the Seller Parent and the Seller shall include Sellersthe Selling Subsidiaries, their respective subsidiaries and Affiliates, and any of their respective directors, officers, employees and representativesrepresentatives and the Seller Parent and the Seller shall cause all such other Persons to comply with the terms of this Section 7.5, and (ii) the Buyer Parent and the Buyer shall include Buyerthe Buying Subsidiaries, its their respective subsidiaries and Affiliates, and any of their respective directors, officers, employees and representativesrepresentatives and the Buyer Parent and the Buyer shall cause all such other Persons to comply with the terms of this Section 7.5. (ch) No failure or delay by either party hereto in exercising any right, power or privilege under this Section 7.5 shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. (i) Notwithstanding anything herein any other provision under Sections 7.5 or 7.6, no party shall be prohibited from publicly disclosing information related to the contrary, each party to this Agreement may (without prior notification to, or approval or consent by, any effect of the transactions contemplated hereunder and under the other party) disclose to taxing authorities and/or to Transaction Documents on such party’s representatives (including outside counsel 's financial conditions and advisors) any Confidential Information that is required to be disclosed results of operations in connection with such party’s tax filingscustomary investor relations activities consistent with past practice. (j) The parties agree that the confidentiality provisions of that certain Mutual Nondisclosure Agreement dated as of July 28, reports2000 among the Seller, claims, audits, or litigationthe Seller Parent and the Buyer Parent shall be superseded by this Section 7.5.

Agreements Regarding Confidentiality. (a) Each of Sellers, on the one hand, and Buyer, on the other hand, covenants that, from and after the Closing date of this Agreement (including after the Closing, (i) for Sellers only with respect to the Business, the Transferred Assets, the Assumed Liabilities and the other businesses and/or assets of Buyer, and (ii) for Buyer only with respect to the Retained Assets, Retained Liabilities and other businesses and/or assets of Sellers), shall it will not, without the prior written consent of the other, disclose to any Person, Person confidential information relating to or concerning the Transferred Assets, the Business, or Buyer, in the case of Sellers, or the Retained Assets, and any businesses of Sellers (other than the Business), or Sellers, in the case of Buyer, obtained by or in the possession of Sellers or Buyer, as the case may be, prior to the Closing Date (the “"Confidential Information”"), except to its officers, directors, employees, employees and representatives who need to know such information for purposes of the transactions contemplated by this Agreement and the other Transaction Documents, Taxes, accounting, litigation and in the case of Sellers other matters necessary in respect of Sellers’ ' ownership, prior to the Closing, of the Transferred Assets or the Business, unless, upon the advice of the disclosing party’s 's counsel, disclosure is required to be made under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, other Law or the rules of the New York Stock Exchange or any other relevant securities exchange. In any event, compliance by a Person referenced in the preceding sentence with the confidentiality obligations set forth in this Section 7.5 shall remain the responsibility of the party employing or engaging such Person. In the event that a party is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any Confidential Information which otherwise may not be disclosed except as set forth in the preceding sentence, such party shall will provide the other parties with prompt notice of such request or demand or other similar process so that the party seeking to prevent disclosure may seek an appropriate protective order or, if such request, demand or other similar process is mandatory, waive the disclosing party’s 's compliance with the provisions of this Section 7.5, as appropriate. The term “"Confidential Information” " does not include information which (i) becomes generally available to the public other than as a result of disclosure by Sellers or Buyer, as the case may be; (ii) was available on a non-confidential basis prior to its coming into the disclosing party’s 's possession; or (iii) becomes available to the disclosing party on a non-confidential basis from a source other than the other party, provided that such source is not bound by a confidentiality agreement with the disclosing other party or its representatives. (b) For purposes of this Section 7.5, Sellers shall include Sellers, their respective subsidiaries and Affiliates, and any of their respective directors, officers, employees and representatives, and Buyer shall include Buyer, its subsidiaries and Affiliates, and any of their respective directors, officers, employees and representatives. (c) Notwithstanding anything herein It is the intent of the parties that the Proposed Transaction would not be a "reportable transaction" for purposes of Internal Revenue Service regulations intended to eliminate abusive tax shelters. Accordingly, the contrary, each party to parties agree that this Agreement may (without prior notification toshall not prohibit the disclosure of the tax treatment or tax structure of the transactions contemplated herein, or approval or consent by, provided that the party disclosing any such information shall consult with the other party) disclose to taxing authorities and/or to party as far in advance as practicable regarding the timing and content of any such party’s representatives (including outside counsel and advisors) any Confidential Information that is required to be disclosed in connection with such party’s tax filings, reports, claims, audits, or litigationdisclosure.