Confidential Information Regarding Other Seller Businesses. Purchaser understands and agrees that Seller is making available to Purchaser, Purchaser’s Affiliates and the respective representatives of Purchaser and its Affiliates (collectively, “Purchaser’s Representatives”) certain trade secrets and other information that is confidential, non-public and/or proprietary concerning the operations of Seller, its Affiliates and the Business. Purchaser acknowledges that Seller and its Affiliates could be irreparably damaged if any trade secrets or other information that is confidential, non-public or proprietary to Seller or any of its Affiliates that does not relate to the Business (the “Seller Information”) was disclosed by Purchaser, its Affiliates or any Purchaser Representative to any Person and, from and after the Closing Date, for a period of three (3) years after the Closing Date, Purchaser will not, and will cause its Affiliates and each Purchaser Representative not to, at any time, without the prior written consent of Seller, disclose or use (or permit to be disclosed or used) in any way any such Seller Information (regardless of whether such Seller Information was obtained during the course of pursuing the transactions contemplated by this Agreement or following the Closing from a Transferred Employee), unless such Seller Information (i) was already in Purchaser’s possession prior to Purchaser’s entry into the Confidentiality Agreement; provided that such Seller Information is not known by Purchaser to be subject to another confidentiality agreement with or other obligation of secrecy to Seller or another party, (ii) becomes generally available to the public other than as a result of a disclosure by Purchaser, its Affiliates or any Purchaser Representative, or (iii) becomes available to Purchaser on a non-confidential basis from a source other than Seller, its Affiliates or any of their respective representatives; provided that such source is not known by Purchaser to be bound by a confidentiality agreement with or other obligation of secrecy to Seller or another party.
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Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp), Sale and Purchase Agreement (Cabot Corp)
Confidential Information Regarding Other Seller Businesses. Purchaser understands and agrees that Seller is making available to Purchaser, Purchaser’s Affiliates and the their respective representatives of Purchaser and its Affiliates (collectively, “Purchaser’s Representatives”) Representatives certain trade secrets and other information that is confidential, non-public and/or proprietary concerning the operations of Seller, its Affiliates and the Business, which information would be damaging to Seller and its Affiliates if disclosed to a competitor, used for any purpose other than operation of the Business or made available to any other Person, and that such information has been provided to Purchaser, Purchaser’s Affiliates and their respective Representatives in confidence. Purchaser acknowledges that Seller and its Affiliates could be irreparably damaged if any trade secrets or other information that is confidential, non-public or proprietary to Seller or any of its Affiliates that does not relate to the Business (Business, the “Seller Information”) Purchased Assets, the Assumed Liabilities or the Acquired Subsidiaries was disclosed by Purchaser, its Affiliates or any Purchaser Representative of their respective Representatives to any Person andPerson, from and after the Closing Date, for a period of three (3) years after the Closing Date, Purchaser will not, and will cause its Affiliates and each Purchaser Representative Purchaser’s and its Affiliates’ respective Representatives not to, at any time, including following the Closing or any termination of this Agreement, without the prior written consent of Seller, disclose or use (or permit to be disclosed or used) in any way any such Seller Information information (regardless of whether such Seller Information information was obtained during the course of pursuing the transactions contemplated by this Agreement or following the Closing from a Transferred Business Employee), unless such Seller Information information can be shown to have been (ia) was already in Purchaser’s possession prior to Purchaser’s entry into the Confidentiality Agreement; provided that such Seller Information is not known by Purchaser to be subject to another confidentiality agreement with or other obligation of secrecy to Seller or another party, (ii) becomes generally available to the public other than as a result domain through no fault of a disclosure by Purchaser, its Affiliates or any Purchaser Representative, or (iii) becomes available to Purchaser on a non-confidential basis from a source other than Seller, of its Affiliates or any of their respective representatives; provided that such source is Representatives or (b) later lawfully acquired by Purchaser, any of its Affiliates or any of their respective Representatives from sources other than Seller, a Selling Affiliate or any of their respective Representatives. In addition, during the period commencing on the Closing Date and ending on the two (2) — year anniversary thereof, Purchaser shall not known by Purchaser transfer or permit to be bound by a confidentiality agreement transferred (whether directly or through the provision of consultation services) any of the Business Employees set forth on Section 5.07 of the Disclosure Schedule to any Affiliate, business unit or division of Purchaser that competes with or any businesses of Seller (other obligation of secrecy to Seller or another partythan the Business) as the same exist on the Closing Date.
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