Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each party hereto agrees that all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement).

Confidential Nature of Information. (a) Each party hereto agrees that all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each Buyer’s confidentiality obligations shall terminate only in respect of Partner, that portion of the JV Entity or Confidential Information (as defined in the Company may disclose confidential information (iConfidentiality Agreement) relating to its attorneys, accountants, consultantsthe Business, and other professionals to Buyer agrees that it will, and will cause its Affiliates and its and their representatives to, for a period of five (5) years after the extent necessary to obtain their services Closing, keep confidential in connection accordance with matters related to Xxxxxxx; the Confidentiality Agreement (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of if such information to the Person requiring disclosure as is required; Confidential Information thereunder) all documents, materials and other information which it shall have obtained regarding Seller Parent or any of its Affiliates (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Companyother than, from and after the Closing Date, such portion of the Confidential Information relating to the Business) during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. (b) The Seller Parent and each Selling Party agrees that it will, agrees that it will, and will cause its Affiliates and its representatives to, for a period of five (5) years after the Closing, hold in confidence all information, whether written or oral, to the extent relating to the Business or the Business Subsidiaries, except to the extent that such information (i) is generally available to or known by the public (other than through disclosure by Seller Parent, the Selling Parties or any of their Affiliates or their respective representatives in violation of this Section 13.2(b)); (ii) is lawfully acquired by Seller Parent, the Selling Parties or any of their Affiliates or their respective representatives after the Closing from a source, to the knowledge of such Person, which is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; (iii) is independently derived by Seller Parent, the Selling Parties or any of their Affiliates after the Closing without reference to or use of information subject to the confidentiality obligations of this Section 13.2(b)); (iv) is required to be disclosed by Requirements of Law or to a Governmental Body or otherwise in connection with compliance, Tax or regulatory activity; (v) used as expressly permitted pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) Agreement or any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Seller Ancillary Agreement); or (zvi) any information provided under to the Transition Services Agreement (which information shall be governed by extent related to the terms of the Transition Services Agreement)Retained Business.

Confidential Nature of Information. The Confidentiality Agreement between Xxxxxxx and CBS dated as of January 21, 1999, shall remain in full force and effect to the extent not superseded by this Agreement; provided, however, that if the Closing takes place, the Confidentiality Agreement shall no longer apply to the extent it requires CBS or any of its Affiliates to treat in confidence any documents, materials or other information relating to GCI, GTC, the Limited Partnership or the Station. Each party hereto further hereby agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents shall be held and materials which have been furnished in connection therewith. Xxxxxxx further agrees that, after the Closing Date, it will treat in confidence pursuant all documents, materials and other information relating to the Confidentiality Agreementbusiness, assets, liabilities and operations of the Station which Confidentiality Agreement shall terminate at were confidential prior to the Closing. From The obligation of each party to treat such documents, materials and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will other information in confidence shall not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information apply to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information which (a) is known or becomes known such party can demonstrate was already lawfully in its possession prior to the public in general (disclosure thereof by the other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates)party, (b) is or has been independently developed or conceived by such Person without use known to the public and did not become so known through any violation of the Xxxxxxx Informationa legal obligation, or (c) is or has been made became known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx public through no fault of such disclosure and takes reasonable steps party, (d) is later lawfully acquired by such party from other sources, (e) such party is permitted to avoid disclose under this Agreement or minimize the extent of any (f) such party is required disclosure andto disclose, pursuant to judicial order or, in the absence opinion of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closingcounsel, pursuant to applicable law. Without limiting the right of any party to pursue all other legal and equitable rights available to it for violation of this Section 14.210.2 by any other party, shall it is agreed that other remedies cannot apply to, fully compensate the aggrieved party for such a violation of this Section 10.2 and that the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information aggrieved party shall be governed by the terms of the License Agreement); entitled to injunctive relief to prevent a violation or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)continuing violation thereof.

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party hereto shall return all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be held communicated to any third Person (other than, in confidence pursuant the case of Parent and Cinram, to their counsel, accountants, financial advisors or lenders and, in the Confidentiality Agreementcase of Quixote and DMI, which Confidentiality Agreement to their counsel, accountants or financial advisors). No party hereto shall terminate at Closing. From use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the Business; PROVIDED, HOWEVER, that, after the Closing, each of PartnerParent and Cinram may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. Prior to the Closing, the JV Entity Parent and the Company agrees that each such Person will keep Cinram shall refrain from disclosing any confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx employee of Parent or any of its subsidiaries (Affiliates, other than the JV Entity or its subsidiaries) (such informationChairman, President and Chief Executive Officer, the “Xxxxxxx Information”)Vice-President of Finance and Chief Financial Officer and the Controller of Parent; and the President and Chief Executive Officer and the Director of Finance and Administration of Cinram. The obligation of each party hereto to treat such documents, unless such materials and other information in confidence shall not apply to any information which (ai) is known or becomes known available to such party from a source other than the other parties hereto, (ii) is or becomes available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person party or its controlled Affiliates)agents, (biii) is required to be disclosed under applicable law or has been independently developed or conceived by such Person without use of judicial process, but only to the Xxxxxxx Informationextent it must be disclosed, or (civ) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably deems necessary to disclose to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such informationconsents or approvals contemplated hereby. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)13.3.

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents documents, and, in the event the transactions contemplated hereby shall not be held in confidence pursuant consummated, each party will return to the Confidentiality Agreementother parties all copies of nonpublic documents and materials which have been furnished in connection therewith. No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed Merger; provided, which Confidentiality Agreement shall terminate at Closing. From however, that from and after the Closingdate hereof, each Parent may use or disclose confidential information, with the prior review and approval of Partnersuch disclosure by the Company, which approval shall not be unreasonably withheld; provided, further, from and after the JV Entity Effective Time, Parent and the Surviving Entity may use or disclose any confidential information included in the assets of the Company agrees that and the Subsidiaries as of the Closing Date or otherwise reasonably related to the assets or business of the Company and the Subsidiaries. The obligation of each party to treat such Person will keep confidential documents, materials and will other information in confidence shall not disclose apply to any information which (i) is or divulge, or, becomes available to such party from a source other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information another party to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2Agreement, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (aii) is known or becomes known available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person party or its controlled Affiliates)agents, (biii) is required to be disclosed under applicable law or has been independently developed or conceived by such Person without use of judicial process, but only to the Xxxxxxx Informationextent it must be disclosed, or (civ) is such party reasonably deems necessary to disclose to obtain any of the consents or has been made known approvals contemplated hereby. Notwithstanding anything herein to the contrary, any party hereto (and any employee, representative or disclosed other agent of the party) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such Person by a third party without a breach of any obligation of confidentiality tax treatment and tax structure. However, such third party may have information relating to Xxxxxxx the tax treatment or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose tax structure is required to be kept confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection comply with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid any applicable federal or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)state securities laws.

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents Transaction Documents, and, in the event the transactions contemplated hereby shall not be held in confidence pursuant consummated, each party will return to the Confidentiality Agreement, other parties all copies of nonpublic documents and materials which Confidentiality Agreement shall terminate at Closing. From and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than have been furnished in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries therewith (other than one copy which each party shall be entitled to retain solely for archival purposes). Such documents, materials and information shall not be communicated to any Third Party (other than its counsel, accountants, financial advisors or consultants. No other party shall use any confidential information in any manner whatsoever except solely for the JV Entity purpose of evaluating the proposed transaction; provided, however, that after the Closing Date, Buyer may use or disclose any confidential information included in the assets of the Company and the Subsidiaries as of the Closing Date or otherwise reasonably related to the assets or the business of the Company and its subsidiaries) Subsidiaries. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (such information, the “Xxxxxxx Information”), unless such information (ai) is known or becomes known legally available to such party from a source other than such party, (ii) is or becomes legally available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person party or its controlled Affiliates)agents, (biii) is required to be disclosed under applicable Law or has been independently developed or conceived by such Person without use of judicial process, but only to the Xxxxxxx Informationextent it must be disclosed, or (civ) is such party reasonably deems necessary to disclose to obtain any of the Consents or has been made known or disclosed approvals contemplated hereby. This Agreement shall supersede the Confidentiality Agreement with respect to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or information concerning the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)Subsidiaries.

Confidential Nature of Information. Each party hereto agrees The following paragraph is subject to any disclosure requirements under the Bankruptcy Code or imposed by the Bankruptcy Court: Buyer and Sellers each agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents documents, and, in the event the transactions contemplated hereby shall not be held in confidence pursuant consummated, at the request of the disclosing party, will return to the Confidentiality Agreementother party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such non-public documents, which Confidentiality Agreement materials and information shall terminate at Closingnot be communicated to any third Person (other than to Buyer’s and Seller’s counsel, accountants or financial advisors, in each case subject to the recipient’s agreement to keep the same confidential). From No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing, each of Partner, Buyer may use or disclose any confidential information included in the JV Entity Purchased Assets or otherwise reasonably related to the Purchased Assets and the Company agrees that Business. The obligation of each party to treat such Person will keep confidential documents, materials and will other information in confidence shall not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information apply to any information which (i) is or becomes available to such party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (a source other than the JV Entity or its subsidiaries) disclosing party, (such information, the “Xxxxxxx Information”), unless such information (aii) is known or becomes known available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person party or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; agents or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over is required to be disclosed under applicable law or judicial process, but only to the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority extent it must be disclosed. Notwithstanding clause (iii) of the preceding sentence, in the event that any party is required to disclose any confidential nature information by applicable law, judicial process or rule of any national securities exchange, it is agreed that the party subject to such requirement will provide the other party with prompt notice of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity requirement and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)such party may seek an appropriate protective order if it so desires.

Confidential Nature of Information. Each party hereto agrees that 22.1 The parties agree that: (a) all documentsinformation obtained from the work carried out by Optionor under this Agreement prior to Closing, materials and other information which it shall have obtained regarding until the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before Closing or after the date of this Agreement), the investigation provided for herein and the preparation termination of this Agreement be the exclusive property of the parties and, except as provided in Section 22.2, shall not be disclosed to any third party or the public without the prior written consent of the other party, which consent shall not be unreasonably withheld; and (b) upon Closing, all of the information referred to in Section 22.1(a) will be the exclusive property of Optionee and, except as provided in Section 22.2, shall not be disclosed by Optionor to any third party or the public without the prior written consent of Optionee, which consent shall not be unreasonably withheld. Despite the foregoing, it is understood and other related documents shall agreed that a party will not be held in confidence pursuant liable to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From and after other party for the Closing, each fraudulent or negligent disclosure of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity employees, servants or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by lawagents, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes party has taken reasonable steps to avoid or minimize ensure the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority preservation of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this . 22.2 The consent required by Section 14.2, 22.1 shall not apply toto a disclosure: (a) to any bona fide prospective purchaser of party’s interest in the Eskay Creek Assets and this Agreement; (b) to a party’s bona fide lenders or financier; or (c) as required by Law. 22.3 As to any disclosure pursuant to Section 22.2(a) or 22.2(b), only such confidential information as such third party shall have a legitimate business need to know shall be disclosed and such third party shall first agree in writing with the disclosing party to protect the confidential information from further disclosure to the same extent as the parties are obligated under this Article 22. 22.4 Except as required by Law, until the earlier of the Closing Date, the Option Termination Date or the termination of this Agreement, neither party shall make any public announcements or statements concerning this Agreement or the Eskay Creek Assets without first providing the intended announcement to the other party for comment. 22.5 The text of any public announcements or statements including news releases which Optionee intends to make (whether pursuant to the exception in Section 22.4 or otherwise) shall be made available to Optionor not less than two Business Days prior to publication and Optionor shall have the right to make suggestions for changes therein. If Optionor is identified in such public announcement or statement it shall not be released without the consent of Optionor in writing unless required to do so by applicable Laws. In providing its approval of a public announcement or statement, Optionor does not thereby assume any liability or responsibility for the contents thereof, which shall be the sole responsibility of Optionee as the disclosing party, and the following Optionee shall not constitute Xxxxxxx Information: (w) indemnify, defend and save Optionor harmless from any information costs and liabilities it may incur in that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information regard. This provision shall be governed by the terms survive expiration or earlier termination of the License this Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement).

Confidential Nature of Information. (a) Each party hereto agrees that it will, and will cause its agents and representatives to, treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents (“Confidential Information”), and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith; provided, that each party shall be held permitted to retain one copy of such nonpublic documents and materials in confidence pursuant to confidential restricted access files for disclosure only as may be required by Law or in the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From event a dispute arises with the other party or parties hereto. (b) Seller further acknowledges and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and it will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx competitor of the Business any confidential or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any proprietary information obtained from Xxxxxxx that it or any of its subsidiaries Affiliates possess relating to the Business. (c) No Confidential Information may be communicated by any party to any third Person (other than, in the case of Buyer, to its Affiliates, counsel, accountants, financial advisors or lenders, and in the case of Seller, to its Affiliates, counsel, accountants or financial advisors). No other party shall use any Confidential Information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets. Notwithstanding the foregoing, the obligation of each party to treat the Confidential Information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the JV Entity or its subsidiaries) other party, (such information, the “Xxxxxxx Information”), unless such information (aii) is known or becomes known available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person party or its controlled Affiliates)agents, (biii) is required to be disclosed under applicable law, regulation or has been independently developed or conceived by such Person without use of judicial process, but only to the Xxxxxxx Informationextent it must be disclosed, or (civ) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably deems necessary to disclose to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); consents or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)approvals contemplated hereby.

Confidential Nature of Information. Each party hereto Party agrees that it will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other parties Party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents documents. Such documents, materials and information shall not be held disclosed or communicated to any third Person (other than, in confidence pursuant the case of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the Confidentiality Agreementcase of Seller, which Confidentiality Agreement to its counsel, accountants and financial advisors). No Party shall terminate at Closing. From use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing, each of PartnerBuyer may use or disclose any confidential information included in the Purchased Assets and may use other confidential information that is otherwise reasonably related to the Business, the JV Entity Purchased Assets or the Assumed Liabilities. The obligation of each Party to treat such documents, materials and the Company agrees other information in confidence shall not apply to any information that each (i) is or becomes available to such Person will keep confidential and will not disclose or divulge, or, Party from a source other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2Party, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (aii) is known or becomes known available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person Party or its controlled Affiliates)agents, (biii) is required to be disclosed under applicable law or has been independently developed or conceived by such Person without use of judicial process, including the Xxxxxxx InformationBankruptcy Case, but only to the extent it must be disclosed, or (civ) is such Party reasonably deems necessary to disclose to obtain any of the consents or has been made known or disclosed approvals contemplated hereby. Notwithstanding the foregoing, Buyer and its Representatives shall hold any non-public information that does not relate to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of PartnerBusiness, the JV Entity Purchased Assets or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals Assumed Liabilities in confidence to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply toby, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by in accordance with, and will otherwise comply with the terms of the License letter agreement between Buyer and Telogy dated as of February 4, 2009 (as may be amended, the “Confidentiality Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement”).

Confidential Nature of Information. Each party hereto agrees that all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing. From and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement).:

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant to the Confidentiality Agreementdocuments, which Confidentiality Agreement shall terminate at Closing. From and after the Closing, each of Partner, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2 by such Person or its controlled Affiliates), (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective orderevent the transactions contemplated hereby shall not be consummated, provided, further, that such Person discloses only so much of such information each party will return to the Person requiring disclosure as is required; other party or (iii) in satisfaction parties all copies of requests for information nonpublic documents and materials which have been furnished in connection with a routine examination by a governmental regulatory authority having jurisdiction over therewith. Without the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority consent of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the CompanyBuyer, from and after the ClosingClosing until the second (2nd) anniversary of the Closing Date, pursuant the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in cxxxxxxx or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 14.211.2 by the other party, shall it is agreed that other remedies cannot apply to, fully compensate the aggrieved party for such a violation of this Section 11.2 and that the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information aggrieved party shall be governed by the terms of the License Agreement); entitled to injunctive relief to prevent a violation or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)continuing violation hereof.

Confidential Nature of Information. Each party hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant documents, and, if the transactions contemplated hereby are not consummated, each party will return to the Confidentiality Agreementother party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, which Confidentiality Agreement materials and information shall terminate at Closingnot be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). From No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the ClosingClosing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets; provided, each further, that to the extent that a Person receiving confidential information hereunder may become legally compelled to disclose any of Partnersuch confidential information, the JV Entity and the Company agrees that each such Person will keep confidential and will not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information to any party other than Xxxxxxx or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained from Xxxxxxx or any of its subsidiaries (other than the JV Entity or its subsidiaries) (such information, the “Xxxxxxx Information”), unless such information (a) may only disclose such information if it will first have used commercially reasonable efforts to, and, if practicable, will have afforded the other party the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed and (b) if such protective order or other remedy is known not obtained, or the other party waives such Person’s compliance with the provisions of this Section 11.2, it will only furnish that portion of the confidential information which is legally required to be so disclosed. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information (i) which is or becomes known generally available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person or its controlled Affiliates)the party receiving the confidential information, (b) is or has been independently developed or conceived by such Person without use of the Xxxxxxx Information, or (c) is or has been made known or disclosed to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx or its subsidiaries (other than the JV Entity or its subsidiaries); provided, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure and, in the absence of a protective order, provided, further, that such Person discloses only so much of such information was available to the Person requiring receiving party on a non-confidential basis prior to its disclosure as is required; by the disclosing party or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything becomes available to the contrary hereinreceiving party from a Person other than the disclosing party or its Affiliates who is not, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) receiving party’s knowledge, subject to any legally binding obligation to keep such information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by the terms of the License Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by the terms of the Transition Services Agreement)confidential.

Confidential Nature of Information. Each party hereto Party agrees that for a period of three years after the Closing, it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other parties Party during the course of the negotiations leading to the consummation of the transactions contemplated hereby by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein in this Agreement and the preparation of this Agreement and other related documents (and in the case of Seller, this confidentiality obligation shall be held in confidence pursuant prohibit its disclosure, reproduction or use of such information of or relating to the Confidentiality AgreementCompany or the Business), and, if the transactions contemplated in this Agreement are not consummated, each Party will return to the other Party all copies of nonpublic documents and materials which Confidentiality Agreement have been furnished in connection therewith. Such documents, materials and information shall terminate at Closingnot be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). From No Party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Interests and the Business; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Business or otherwise reasonably related to the Business. The obligation of each of PartnerParty to treat such documents, the JV Entity materials and the Company agrees that each such Person will keep confidential and will other information in confidence shall not disclose or divulge, or, other than in connection with its business relationship with Xxxxxxx and without disclosing or divulging such information apply to any party other than Xxxxxxx information which (i) is or its subsidiaries expect as permitted by this Section 14.2, use for any purpose, any information obtained becomes available to such Party from Xxxxxxx or any of its subsidiaries (a source other than the JV Entity or its subsidiaries) other Party, (such information, the “Xxxxxxx Information”), unless such information (aii) is known or becomes known available to the public in general (other than as a result of a breach of this Section 14.2 disclosure by such Person Party or its controlled agents, (iii) is independently developed by Seller or any of its Affiliates, (iv) is required to be disclosed under applicable Law (including the Securities Act, the Exchange Act and any Gaming Laws or the requirements of any stock market or exchange), judicial process or financial reporting requirements under GAAP, (bv) is or has been independently developed or conceived by such Person without use Party reasonably deems necessary to disclose to obtain any of the Xxxxxxx Informationconsents or approvals contemplated hereby, or (cvi) is disclosed or has been made known used by Seller or disclosed any of its Affiliates to such Person by a third party without a breach of any obligation of confidentiality such third party may have to Xxxxxxx enforce or protect its subsidiaries (other than the JV Entity or its subsidiaries); providedrights under this Agreement, however, that each of Partner, the JV Entity or the Company may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with matters related Tax or other regulatory filings, litigation, financial reporting or any other reasonable business purpose. Prior to Xxxxxxx; (ii) as may otherwise be required by law, provided that such Person promptly notifies Xxxxxxx of such disclosure and takes reasonable steps to avoid or minimize the extent of any such required disclosure andClosing, in the absence event of a protective order, provided, further, that such Person discloses only so much of such information to the Person requiring disclosure as is required; or (iii) in satisfaction of requests for information in connection with a routine examination by a governmental regulatory authority having jurisdiction over the Partner, the JV Entity or the Company or their respective Affiliates, as applicable, that is not specifically targeted at Xxxxxxx or the Xxxxxxx Information, provided that such Person shall advise the governmental regulatory authority of the confidential nature of such information. Notwithstanding anything to the contrary herein, the obligations of Partner, the JV Entity and the Company, from and after the Closing, pursuant to this Section 14.2, shall not apply to, and the following shall not constitute Xxxxxxx Information: (w) any information that relates exclusively to the Business; (x) any information constituting a Transferred Asset; (y) any information provided under the License Agreement (which information shall be governed by conflict between the terms of the License Confidentiality Agreement and the terms of this Agreement); or (z) any information provided under the Transition Services Agreement (which information shall be governed by , the terms of the Transition Services Agreement)Confidentiality Agreement shall prevail.