Common use of Confidentiality; Announcements Clause in Contracts

Confidentiality; Announcements. (a) Each Party agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder.

Confidentiality; Announcements. (a) Each Party 5.4.1 In replacement of that certain confidentiality agreement entered into between Cascades Inc. and Rank Group Limited, on behalf of itself and its affiliates, including Purchaser, dated as of October 20, 2010, which confidentiality agreement shall terminate upon the execution and delivery hereof, without, however, affecting any rights or obligations of the parties accruing prior to such termination, Purchaser agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives employees, officers, directors and Affiliates to: , keep confidential all information (iwhether written or otherwise) treat provided to it by Seller or Seller’s agents and hold in strict confidence any Confidential Informationrepresentatives, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information Purchaser may provide such information to its Affiliates and its and their respective employeesfinancial advisors, officers and directors, current or prospective partners, co-investors, potential financing sources, transferees legal counsel and other advisors and consultants assisting Purchaser, provided that such advisors, counsel and consultants agree to become bound by the terms of this Section 5.4. In the event this Agreement is terminated prior to Closing, Purchaser shall return to Seller all information provided to it by or bankers, lenders, accountants, legal counsels, business partners, representatives on behalf of Seller or advisors who need shall provide Seller with evidence reasonably satisfactory to know Seller that Purchaser has destroyed such information. Purchaser’s obligations under this Section 5.4 shall not extend to information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; which (iia) has been in the event that it possession of or any of known by Purchaser on a non-confidential basis prior to the receipt thereof from Seller or its respective Representatives becomes legally compelled to disclose any Confidential Informationagents or representatives, (Ab) provide has become generally available to the extent legally permitted the Party public other than as a result of disclosure by Purchaser or its agents or representatives, (c) has become available to which the Confidential Information relates Purchaser on a non-confidential basis from a third party not prohibited from making such disclosure to Purchaser, or (d) is required to be disclosed to comply with any applicable Law, provided that before Purchaser makes such disclosure Purchaser use commercially reasonable efforts to give Seller prompt written notice of such the requirement so that such Party or request for disclosure and use commercially reasonable efforts to which the information relates secure or an Affiliate thereof may seek, at its cost, cooperate with Seller in securing a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in arrangement to limit disclosure of such confidential information only to parties agreeing to be bound by the event that such terms of the protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderarrangement.

Confidentiality; Announcements. (a) In addition to the terms, provisions and covenants of the Mutual Confidentiality Disclosure Agreement dated February 25, 2016, between CapVest Partners LLP, Glo Holdco S.C.A. and Mallinckrodt LLC, as amended to date (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms, each Buyer acknowledges that, in the course of its investigations of the Business, such Buyer and its representatives have and will become aware of confidential information and documents related to the businesses of the Sellers and their Affiliates (including the Business), and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the businesses of the Sellers and their Affiliates (including the Business). Each Party agrees Buyer covenants that during prior to Closing or in the term of event that Closing does not occur, all information and documents reviewed by such Buyer or its representatives in connection with this Agreement or the transactions contemplated hereby and, following Closing, all such information and documents to the extent related to the businesses of the Sellers and their Affiliates (other than the Business) or any of the Excluded Assets or the Excluded Liabilities and any confidential information otherwise known to such Buyer (including through any Transferred Employee) with respect to businesses operated by the Sellers or any of their Affiliates (other than the Business), shall, for a period of two three (23) years after following (x) the Closing Date or (y) the date of termination of this Agreement, it as applicable, be maintained in confidence and shall not be disclosed or used by such Buyer, and such Buyer shall cause its representatives not to disclose or use such information, without Mallinckrodt UK’s prior written consent, unless such Buyer can demonstrate that such information (i) is otherwise publicly available through no breach by either Buyer or any of their Affiliates of the obligations set forth in this Section 6.4(a), (ii) is required to be disclosed pursuant to judicial order, regulation or Law, (iii) is required to be disclosed by the rules of a securities exchange on which such Buyer may from time to time be listed, (iv) was already in the possession of such Buyer or its Affiliates prior to or independently of disclosure hereunder without breach of any obligation owed to a third party with respect to such information, or (v) is reasonably required to be disclosed to, and only to the extent of any such required disclosure to, any Debt Financing Source (and any Affiliate or professional advisor of such Debt Financing Source), so long as such Debt Financing Source (and any Affiliate or professional advisor of such Debt Financing Source) are required to maintain the confidentiality of such information. With respect to information and documents related to the Business, at the Sellers’ request in the event that this Agreement is terminated, and, at the Sellers’ request at any time with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by the Sellers or any of their Affiliates, each Buyer shall, and shall cause its respective Representatives representatives to: , promptly destroy all information and documents to the extent they contain any information concerning (ias applicable) treat and hold in strict confidence any Confidential Informationthe Business, and will not use for any purpose (except in connection with the transactions contemplated Excluded Assets, the Excluded Liabilities or other businesses operated by this Agreement, performing its obligations hereunder the Sellers or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of their Affiliates, as the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall case may be permitted to disclose (including any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current copies thereof or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in extracts therefrom). In the event that it any Buyer or any of its respective Representatives representatives becomes legally compelled to disclose any Confidential Informationinformation or documents that are subject to any non-disclosure obligation set forth in this Section 6.4(a), (A) such Buyer shall provide to the extent legally permitted the Party to which the Confidential Information relates Sellers with prompt written notice of before such requirement so that such Party disclosure, if legally permissible, sufficient to which enable the information relates Sellers or an Affiliate thereof may seektheir Affiliates either to seek a protective order, at its costtheir expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance in writing (in whole or in part) with the provisions of this Section 6.4. In addition to and in furtherance of the foregoing, each Buyer shall use commercially reasonable efforts, and at the request and expense of the Sellers, to cooperate with the Sellers and their Affiliates in seeking to obtain a protective order or other appropriate remedy preventing or waive compliance with this Section 4.11(a) and (B) in the event that prohibiting such protective order disclosure or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances reliable assurance that confidential treatment will be accorded such Confidential Information; and (iii) in information. In the event that it of any conflict or any inconsistency between the provisions of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of Confidentiality Agreement, the SEC and the Nasdaq Stock Market promulgated thereunderformer shall prevail in all cases.

Confidentiality; Announcements. (a) The Buyer and Azzurro acknowledge that, in the course of their investigations of the Business, they and their representatives have and will become aware of confidential information and documents of the Business, and that their use of such confidential information and documents, or communication of such information to third parties, prior to Closing, could be detrimental to Seller or the Business. Each Party agrees of the Buyer and Azzurro covenants that during prior to Closing all information and documents concerning the term of Business reviewed by them or their representatives in connection with this Agreement and for a period of two (2) years after or the transactions contemplated hereby and, following either Closing or termination of this Agreement, it all such information and documents to the extent related to any of the Excluded Assets or the Excluded Liabilities and any confidential information known to the Buyer or Azzurro (including through any employee) with respect to other businesses operated by Seller or any of its Affiliates, shall be maintained in confidence and shall not be disclosed or used by the Buyer, Azzurro or their representatives without Seller’s prior written consent, unless they can demonstrate that such information is (i) otherwise publicly available, (ii) required to be disclosed pursuant to judicial order, regulation or Law, or (iii) required to be disclosed by the rules of a securities exchange on which the Buyer or Azzurro may from time to time be listed, or (iv) disclosed to any Person that proposes to finance, in whole or in part, the Purchased Assets, solely for the purpose of permitting such party to evaluate the advisability of providing such financing. With respect to information and documents related to the Business, at Seller’s request in the event that the Closing shall not occur, and, with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by Seller or any of its Affiliates, as soon as practicable following Closing, (i) the Buyer and Azzurro shall, and shall cause its respective Representatives to: their representatives to (i) treat to the extent reasonably practicable with respect to information and hold in strict confidence any Confidential Informationdocuments related to Excluded Assets, and will not use for any purpose (except in connection with the transactions contemplated Excluded Liabilities or other businesses operated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it Seller or any of its respective Representatives Affiliates should the Closing occur), promptly destroy all information and documents concerning the Business, the Excluded Assets, the Excluded Liabilities or other businesses operated by Seller or any of its Affiliates, as the case may be (including any copies thereof or extracts therefrom), and (ii) the Buyer and Azzurro shall keep confidential and shall not use any such information or documents unless required to disclose such information or documents pursuant to judicial order, regulation or Law. In the event that the Buyer, Azzurro or any of their representatives becomes legally compelled to disclose any Confidential Informationsuch information or documents as referred to in this paragraph, (A) the Buyer shall provide to the extent legally permitted the Party to which the Confidential Information relates Seller with prompt written notice of before such requirement so that such Party disclosure, sufficient to which the information relates or an Affiliate thereof may seekenable Seller either to seek a protective order, at its costexpense, a protective order or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section 4.11(a) and (B) in the event that such protective order 6.4 or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderboth.

Confidentiality; Announcements. (a) Each Party agrees that during Except as expressly provided in this Section 20, the term terms of this Settlement Agreement and for a period of two all correspondence and discussions relating to this Settlement Agreement (2collectively, “Confidential Information”) years after the termination of this Agreement, it are confidential. The Parties shall, and shall cause its respective Representatives each of their Affiliates to, maintain the confidentiality of the Confidential Information and no Party, nor any of their Affiliates, shall now or hereafter disclose the Confidential Information to any third party except: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of each Party, (ii) as may be required by Applicable Law or order of a Governmental Authority of competent jurisdiction, including in connection with any public filings required to be made to the U.S. Securities and Exchange Commission (“SEC”) under Applicable Law, (iii) in confidence to the professional legal and financial counsel and accounting professionals representing such Party or such Affiliate, (iv) in confidence, under a written confidentiality agreement (with confidentiality terms and conditions no less restrictive than those set forth herein), to which (A) any Person covered or potentially to be covered by the releases, licenses, covenants or non-asserts granted herein or (B) any prospective licensee or sublicensee of any Patent subject to the releases, licenses, covenants or non-asserts granted herein, or (v) in civil litigation, but only insofar as the Confidential Information relatesto be disclosed is designated “Highly Confidential” or any other similar designation under a court approved protective order. With respect to the foregoing clause (ii), provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriateor Affiliate shall, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted permissible, provide the other Party to which the Confidential Information relates with prompt prior written notice of such requirement so that such Party to which the information relates Applicable Law or an Affiliate thereof may seekorder or public filing and, at its costthe written request of the other Party, use reasonable efforts to limit the disclosure of the Confidential Information, and to obtain a protective order or other remedy or waive compliance confidential treatment. Without limiting the generality of the foregoing, Zimmer acknowledges and agrees that Conformis may file this Settlement Agreement with the SEC; provided that, (A) pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, Conformis shall seek confidential treatment of those terms and conditions of this Section 4.11(aSettlement Agreement as mutually agreed by the Parties (such confidential treatment request, the “Request”) and (B) to the extent permitted by Applicable Law, Conformis shall promptly notify Zimmer in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion writing of any denial of such Confidential Information which is legally required Request by the SEC and provide Zimmer with a reasonable opportunity to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or comment on any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice denial in furtherance of its counsel. Notwithstanding seeking such confidential treatment (it being understood that, notwithstanding anything in this Agreement herein to the contrary, any Party and its respective Representatives terms of this Settlement Agreement that are publicly filed with the SEC without confidential treatment in accordance with the foregoing shall not be permitted considered to disclose any and all be Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderhereunder).

Confidentiality; Announcements. Each of the parties hereto shall treat (aand shall direct its employees, counsels, auditors and representatives to treat) Each Party agrees that during the term contents of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, all Transaction Documents as confidential and shall cause its respective Representatives to: (i) treat refrain from disclosing this Agreement and hold the content of the Transaction Documents in strict confidence any Confidential Informationwhole or in part, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information person without the prior written consent of the Party other party (which consent shall not be unreasonably withheld), except to the extent necessary for enforcement hereof or as otherwise required (in the reasonable opinion of counsel) by Applicable Law or by any governmental authority; Additionally and without derogating from the Confidentiality obligations set forth above, it is hereby clarified that as Afcon and OmniQ are public companies, any use of the information received by one of them or any one on their behalf, with respect to Afcon and Tadiran or OmniQ, may be considered as the use of ‘inside information’ as such term is defined in section 52a of the Israeli Securities Law, 5788-1968 and the respective USA law (“Securities Law”); furthermore, if and to the extent that, within the negotiations on the Definitive Agreement and the due diligence made by OmniQ, OmniQ will be exposed to such inside information or Afcon will be exposed to such inside information, any of them will not make any use of such information, including, but not limited to, for the purpose of a ‘transaction’ (as such term is defined in section 52a of the Securities Law); provided however, that Purchaser or the Sellers and their affiliates may, without the consent of the other party: (a) make any public disclosure it in good faith believes to be required by Applicable Law or the regulations of the Israeli or US Securities Act, SEC rules or any recognized stock exchange relating to any listing particulars, prospectus or circular, or any announcement required to be made in relation to this Agreement or any matters contemplated hereby (in which case the Confidential Information relatesSellers shall, provided however that each Party shall if requested by Purchaser, provide the Purchaser with whatever information and reports concerning TTG may be permitted required from the Purchaser in compliance of any such Applicable Law or regulation; and (b) disclose and provide copies of this Agreement or any other Transaction Documents to disclose any Confidential Information of its financing sources, its affiliates, any potential acquirors (direct or indirect) of the Purchaser and its affiliates and to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder.professional advisors

Confidentiality; Announcements. (a) Each Party agrees In addition to the terms, provisions and covenants of the Confidentiality Agreement dated December 4, 2014, between the Buyer and Mallinckrodt LLC (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms, the Buyer acknowledges that, in the course of its investigations of the Business, the Buyer and its representatives have and will become aware of confidential information and documents related to the Business and the other businesses of the Share Sellers and their Affiliates, and that during its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the term Business or to the other businesses of the Share Sellers and their Affiliates. The Buyer covenants that prior to Closing or in the event that Closing does not occur, all information and documents reviewed by the Buyer or its representatives in connection with this Agreement and for a period of two (2) years after or the transactions contemplated hereby and, following either Closing or termination of this Agreement, it all such information and documents to the extent related to any of the Excluded Assets or the Excluded Liabilities and any confidential information known to the Buyer (including through any Transferred Employee) with respect to other businesses operated by the Share Sellers or any of their Affiliates, shall, for a period of three (3) years following the Closing Date, be maintained in confidence and shall not be disclosed or used by the Buyer or its representatives without the Share Sellers’ prior written consent, unless the Buyer can demonstrate that such information (i) is otherwise publicly available, (ii) is required to be disclosed pursuant to judicial order, regulation or Law, (iii) is required to be disclosed by the rules of a securities exchange on which the Buyer may from time to time be listed, or (iv) was already in the possession of the Buyer or its Affiliates prior to or independently of disclosure hereunder without breach of any obligation owed to a third party with respect to such information. With respect to information and documents related to the Business, at the Share Sellers’ request in the event that the Closing shall not occur, and, at the Share Sellers’ request at any time with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by the Share Sellers or any of their Affiliates, the Buyer shall, and shall cause its respective Representatives representatives to: , promptly destroy all information and documents concerning (ias applicable) treat and hold in strict confidence any Confidential Informationthe Business, and will not use for any purpose (except in connection with the transactions contemplated Excluded Assets, the Excluded Liabilities or other businesses operated by this Agreement, performing its obligations hereunder the Share Sellers or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of their Affiliates, as the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall case may be permitted to disclose (including any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current copies thereof or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in extracts therefrom). In the event that it the Buyer or any of its respective Representatives representatives becomes legally compelled to disclose any Confidential Informationinformation or documents that are subject to any non-disclosure obligation set forth in this Section 6.5(a), (A) the Buyer shall provide to the extent legally permitted the Party to which the Confidential Information relates Share Sellers with prompt written notice of before such requirement so that such Party disclosure, sufficient to which enable the information relates or an Affiliate thereof may seekShare Sellers either to seek a protective order, at its costtheir expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance (in whole or in part) with the provisions of this Section 6.5. In addition to and in furtherance of the foregoing, the Buyer shall use reasonable efforts, and at the request and expense of the Share Sellers, to cooperate with the Share Sellers in seeking to obtain a protective order or other appropriate remedy preventing or waive compliance with this Section 4.11(a) and (B) in the event that prohibiting such protective order disclosure or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances reliable assurance that confidential treatment will be accorded such Confidential Information; and (iii) in information. In the event that it of any conflict or any inconsistency between the provisions of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of Confidentiality Agreement, the SEC and the Nasdaq Stock Market promulgated thereunderformer shall prevail in all cases.