Common use of Buyer Confidentiality Clause in Contracts

Buyer Confidentiality. Prior to the Closing, the Buyer will treat and hold as confidential all of the confidential information relating to the Business disclosed to the Buyer in the course of the Buyer's investigation of the Business (the "Seller Confidential Information"), and shall refrain from using or disclosing any of the Seller Confidential Information, except (a) to authorized representatives of the Seller expressly in connection with the transactions contemplated hereby, or (b) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.4), unless disclosure is required by law or order of any governmental authority under color of law. In the event that, prior to the Closing the Buyer is requested or required (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Seller Confidential Information, the Buyer will notify the Seller promptly of the request or requirement so that the Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 5.4. If, in the absence of a protective order or the receipt of a waiver hereunder, the Buyer is, based on an opinion of counsel, compelled to disclose any Seller Confidential Information to any tribunal or else stand liable for contempt, the Buyer may disclose the Seller Confidential Information to the tribunal; provided, however, that the Buyer shall, upon the request of the Seller, exert -------- ------- all reasonable efforts to obtain, at the reasonable request of the Seller, an order or other assurance that confidential treatment will be accorded to such portion of the Seller Confidential Information required to be disclosed as the Seller shall reasonably designate.

Buyer Confidentiality. Prior to Buyer shall keep confidential, except as may be approved in writing by Supplier, or as may be necessary for the Closing, the proper discharge by Buyer will treat and hold as confidential all of the confidential information relating to the Business disclosed to the its duties under this Agreement (each an “Buyer in the course of the Buyer's investigation of the Business (the "Seller Confidential Information"Contract Performance Disclosure”), (i) all proprietary and shall refrain from using technical data of Supplier, (ii) all data identified in writing as being confidential or disclosing any of proprietary, and (iii) the Seller Confidential Information, except (a) to authorized representatives of the Seller expressly in connection with the transactions contemplated hereby, or (b) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality terms and provisions of this Section 5.4)Agreement (collectively, unless disclosure is required by law or order of any governmental authority under color of law. In the event that, prior to the Closing the Buyer is requested or required (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Seller “Supplier Confidential Information, the Buyer will notify the Seller promptly of the request or requirement so that the Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 5.4. If, in the absence of a protective order or the receipt of a waiver hereunder, the Buyer is, based on an opinion of counsel, compelled to disclose any Seller Confidential Information to any tribunal or else stand liable for contempt, the Buyer may disclose the Seller Confidential Information to the tribunal”); provided, however, that each Buyer Contract Performance Disclosure shall be subject to the Buyer written agreement of such third party to keep the Supplier Confidential Information confidential, to not disclose the same to any third party without the prior written consent of Buyer, and to not use any Supplier Confidential Information for any purpose other than as authorized this Section 9.2 and such confidentiality agreements shall, upon the request : (i) be in writing; (ii) be governed by terms and conditions substantially similar to those in this Agreement; and (iii) inform each third party in receipt of such information of the Sellerconfidential nature of such information. Buyer may also use and disclose Supplier Confidential Information to third parties for the financing, exert -------- ------- all reasonable efforts to obtainrepair, at the reasonable request operation, maintenance and insurance of the SellerPTC Equipment, an order and, in addition, Buyer may disclose Supplier Confidential Information to prospective purchasers (such purchase being either direct or other assurance that confidential treatment will be accorded to such portion indirect) of the Seller Project or Buyer, parties providing financing (such financing being either direct or indirect) with respect to the Project or Buyer, and prospective assignees or transferees of this Agreement; provided, however, in each case such disclosures shall be subject to the written agreement of such third party to keep the Supplier Confidential Information required confidential, to not disclose the same to any third party without the prior written consent of Buyer, and to not use any Supplier Confidential Information for any purpose other than as authorized this Section 9.2 and such confidentiality agreements shall: (i) be disclosed in writing; (ii) be governed by terms and conditions substantially similar to those in this Agreement; and (iii) inform each third party in receipt of such information of the confidential nature of such information. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Seller shall reasonably designateSecurities and Exchange Commission.

Buyer Confidentiality. Prior For two (2) years after the Closing Date, Buyer (or any of its representatives or Affiliates, including the Company) shall not at any time use or disclose to or for the Closingbenefit of any Person any confidential information, the Buyer will treat and hold as confidential all knowledge or data of the confidential Seller (including information relating to the Business disclosed to the Buyer in the course of the Buyer's investigation of the Business accounts, financial dealings, transactions, trade secrets, intangibles, customer lists, pricing lists, processes, plans and proposals), whether or not marked or otherwise identified as confidential or secret (the "“Seller Confidential Information"”), and shall refrain from using or disclosing any of the Seller Confidential Information, except (a) to authorized representatives of the Seller expressly in connection with the transactions contemplated hereby, or (b) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.4), unless disclosure is required by law or order of any governmental authority under color of law. In the event that, prior to that Buyer or the Closing the Buyer Company is requested or required (by written oral question or request for information or documents in any legal proceeding, interrogatoryinterrogatories, subpoena, civil investigative demand, demand or similar legal process) to disclose any Seller Confidential Information, Buyer or the Buyer will Company shall notify the Seller promptly of the request or requirement so that the Seller (at Seller’s cost) may seek an appropriate protective order or waive compliance with the provisions of this Section 5.48.1.8. If, in the absence of a protective order or the receipt of a waiver hereunderunder this Section 8.1.8, Buyer or the Buyer Company is, based on an opinion the advice of counsel, compelled to disclose any Seller Confidential Information to any tribunal Governmental Authority, Buyer or else stand liable for contempt, the Buyer Company may disclose the Seller Confidential Information to the tribunalGovernmental Authority; provided, however, that Buyer or the Buyer shall, upon the request of the Seller, exert -------- ------- all Company shall use its reasonable efforts to obtain, at the reasonable request and sole cost of the Seller, an order or other such assurance that confidential treatment will shall be accorded to such portion of the Seller Confidential Information required to be disclosed as Seller shall designate. The foregoing covenant shall not apply to (a) any information that has been made public (other than through breach of the provisions of this Agreement); (b) any mental impressions retained in the memory of the Company’s employees (unaided by reference to or review of Seller Confidential Information) which is formed from prior familiarity with the Seller Confidential Information; provided, that, any of Seller’s profit margin information shall reasonably designatein no event be disclosed by Buyer’s or the Company’s employees to any third party (unless required by Law pursuant to the following clause (c)); (c) any disclosure to the extent that it is required by applicable Law (provided that, if the disclosure is as the result of a legal proceeding or other similar process described above, the required protective procedures as contemplated above are followed); (d) any information that was known to Buyer (or any of its representatives or Affiliates, including the Company) without restriction, at the time of disclosure by Seller, as demonstrated by files in existence at the time of such disclosure; or (e) any information that was independently developed by Buyer without any use of the Seller Confidential Information and by representatives of Buyer or its Affiliates who have not had access to the Seller Confidential Information, as demonstrated by files created at the time of such independent development.

Buyer Confidentiality. Prior to From and after the Closing, the Buyer will treat Buyer, Targets, and hold as confidential all of the confidential information relating to the Business disclosed to the Buyer in the course of the Buyer's investigation of the Business (the "Seller Confidential Information")Acquired Subsidiaries shall, and shall refrain from using cause their Affiliates, hold, and shall use their commercially reasonable efforts to cause its or disclosing their respective Representatives to hold, in confidence any of and all information, whether written or oral, concerning the Seller Confidential InformationSeller(s) and their Affiliates, except to the extent that Buyer, Targets, and/or Acquired Subsidiaries can show that such information (a) is generally available to authorized representatives and known by the public through no fault of the Seller expressly in connection with the transactions contemplated herebyBuyer, Targets, any of its Affiliates or their respective Representatives; or (b) to counsel is lawfully acquired by Buyer, any of its Affiliates or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.4), unless disclosure is required by law or order of any governmental authority under color of law. In the event that, prior to their respective Representatives from and after the Closing the from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Buyer is requested or required (by written request for information any of its Affiliates or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Seller Confidential Information, the Buyer will notify the Seller promptly of the request or requirement so that the Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 5.4. If, in the absence of a protective order or the receipt of a waiver hereunder, the Buyer is, based on an opinion of counsel, their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Buyer or any of its Affiliates or their respective Representatives shall promptly notify Seller Confidential Information in writing and shall disclose only that portion of such information which Buyer or any of its Affiliates are advised by its counsel in writing is legally required to any tribunal or else stand liable for contempt, the Buyer may disclose the Seller Confidential Information to the tribunalbe disclosed; provided, however, that the Buyer shall, upon the request of the Seller, exert -------- ------- all Seller shall use commercially reasonable efforts to obtain, at the reasonable request of the Seller, obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. Notwithstanding the foregoing, the Buyer and/or any of its Affiliates have certain reporting requirements under state gaming regulatory bodies, and shall be permitted to such portion of make truthful statements regarding this transaction after reasonable notice is provided to and consultation with the Seller(s) and their Affiliates. Notwithstanding anything contained in this Section to the contrary, Buyer shall not have any confidentiality obligations hereunder with respect to any information that relates to the Targets, Acquired Subsidiaries, or the Business, but all statements regarding the Seller Confidential Information required can be made after reasonable notice is provided to be disclosed as and in good faith consultation with the Seller shall reasonably designateand its Affiliates.

Buyer Confidentiality. Prior At all times from the date hereof until three (3) years after the Closing Date in the case of information with respect to Seller and at all times from the Closingdate hereof until the earlier of three (3) years from the date hereof and Closing in the case of information with respect to WNGS, Buyer shall keep and cause its Affiliates and agents (collectively, "Buyer's Representatives") to keep all information with respect to Seller and/or WNGS obtained in connection with the Buyer will treat negotiation and hold performance of this Agreement (other than information in the public domain not as the result of a breach of this Agreement) as confidential all of the confidential information relating to the Business disclosed to the Buyer in the course of the Buyer's investigation of the Business (the "Seller Confidential Information")and shall not disclose, and shall refrain from using cause Buyer's Representatives not to disclose, such information to any third party (other than Buyer's financing sources or disclosing potential financing sources or as may be required in connection with any of the Seller Confidential Informationfinancing) without Seller's express prior written consent, except except: (ai) for disclosure to authorized representatives of Seller; (ii) as necessary to the Seller expressly performance of this Agreement; (iii) as authorized in connection with the transactions contemplated hereby, writing by Seller; or (biv) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.4), unless extent that disclosure is required by law or the order of any governmental authority Governmental Authority under color of law. In the event that; PROVIDED, THAT, prior to the Closing the Buyer is requested or required disclosing any information pursuant to this clause (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Seller Confidential Informationiv), the disclosing Person shall have given prior written notice thereof to Seller and provided Seller with the opportunity to contest such disclosure at Seller's expense. If the transactions contemplated by this Agreement are not consummated, Buyer will notify the return to Seller promptly all confidential information obtained from Seller by Buyer or Buyer's Representatives. Buyer shall advise any third party to whom disclosure of confidential information is made hereunder of the confidential nature of such information and shall request or requirement so that the Seller may seek an appropriate protective order or waive compliance with the provisions confidentiality of this Section 5.4. If, in the absence of a protective order or the receipt of a waiver hereunder, the Buyer is, based on an opinion of counsel, compelled to disclose any Seller Confidential Information to any tribunal or else stand liable for contempt, the Buyer may disclose the Seller Confidential Information to the tribunal; provided, however, that the Buyer shall, upon the request of the Seller, exert -------- ------- all reasonable efforts to obtain, at the reasonable request of the Seller, an order or other assurance that confidential treatment will such information be accorded to such portion of the Seller Confidential Information required to be disclosed as the Seller shall reasonably designatepreserved.