Confidentiality; Books and Records. (a) The Confidentiality Agreement will automatically terminate as of the Closing.
Confidentiality; Books and Records. From and after the Closing, (a) Seller and Buyer will, and will cause their respective Affiliates and Representatives to, maintain in confidence this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation of this Agreement and the other Transaction Documents, (b) Seller will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information relating to the Acquired Companies obtained by virtue of Seller’s ownership of the Acquired Companies or otherwise prior to the Closing and (c) Buyer will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information of or relating to Seller or its Affiliates (other than the Acquired Companies) obtained by virtue of Buyer’s investigation of the Acquired Companies prior to the Closing, except, in each case, to the extent that (i) the applicable Party is required to disclose such information by judicial or administrative process or pursuant to applicable Law or the rules or regulations of any stock exchange upon which the securities of one of the Parties (or a parent entity or other Affiliate thereof) is listed, (ii) such information can be shown to have been in the public domain through no fault of the applicable Party, (iii) such information is disclosed in connection with any Proceeding in connection with such Party’s rights or obligations under this Agreement, any other Transaction Document or any other Proceeding involving the Acquired Companies, or (iv) such information is disclosed in accordance with the terms of this Agreement.
Confidentiality; Books and Records. 43 Section 9.1 Publicity..................................................43 Section 9.2 Confidentiality............................................43 Section 9.3
Confidentiality; Books and Records. From and after the Closing, the Seller will, and will cause each of its affiliates to, hold, and will cause their respective representatives and agents (collectively, “Recipients”) to keep confidential the source code of the Software Assets that is described as an exception in the Schedules to Section 2.5 above and any trade secrets, concepts, ideas, research and development algorithms, know-how, formulae, inventions (whether or not patentable), processes, techniques, technical data, designs, drawings, specifications, databases, and in each case that are unique to the Software Assets and are not used in the development, marketing or other use or commercialization of Software generally (“Confidential Information”), except for any Confidential Information included therein that (a) is generally available to the public on the Closing Date other than through a disclosure by Seller or its Recipients, (b) thereafter becomes generally available to the public other than as a result of a disclosure by Seller or its Recipients, (c) is or becomes available to Seller or any Recipients on a non-confidential basis from a source that to the Seller’s or such Recipients’ knowledge (in each case, after due inquiry), as applicable, is not prohibited from disclosing such information to Seller or such Recipients by a legal, contractual or fiduciary obligation to any other person or entity or (d) Seller or any Recipient is required, based on the advice of counsel, to disclose in response to any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Body or as otherwise required by Law.
Confidentiality; Books and Records. (a) An Affiliate of Buyer and Parent are parties to a previously executed Confidential Disclosure Agreement, effective as of March 3, 2009 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. After the Closing, neither Buyer nor any of its Affiliates or representatives will be bound by the terms of the Confidentiality Agreement.
Confidentiality; Books and Records. 5.2.1 From and after the Closing Date, (a) Seller and Buyers will, and will cause their respective Affiliates and Representatives to, maintain in confidence this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation hereof and thereof, (b) Seller will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information relating to the Transferred Company obtained by virtue of Seller’s ownership of the Transferred Company prior to the Closing and (c) Buyers will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information of or relating to Seller or its Affiliates obtained by virtue of Buyers’ or Seller’s ownership, management or provision of services to the Transferred Company from and after the Closing, except, in each case, to the extent that the applicable Party is required to disclose such information by judicial or administrative process or pursuant to applicable Law or such information can be shown to have been in the public domain through no fault of the applicable Party.
Confidentiality; Books and Records. (a) From and after the Closing, each of Seller and Seller’s Shareholders will, and will cause each of their respective affiliates to, hold, in confidence and will use their reasonable best efforts to cause their respective representatives and agents to hold, in confidence and not disclose to any other Person, any and all Confidential Information (as hereinafter defined), except as may be required by law. For purposes of this Section 4.1, the term “
Confidentiality; Books and Records. From and after the Closing, the Sellers will, and will cause their respective Affiliates and Representatives to, maintain in confidence (a) this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation of this Agreement or the other Transaction Documents and the Transaction and (b) any written, oral or other information relating to any Acquired Company obtained by virtue of each such Seller’s ownership of the Company or TopCo, as applicable, or otherwise prior to the Closing, except, in each case, to the extent that the applicable Seller is required to disclose such information pursuant to applicable Law.
Confidentiality; Books and Records. 5.4.1 All information provided to Buyer or its respective Affiliates pursuant to Section 5.3 prior to the Closing will be held by Buyer as Information (as defined in the Confidentiality Agreement, “Confidential Information”) and will be subject to the Confidentiality Agreement, the terms of which are incorporated into this Agreement by reference. The Confidentiality Agreement is amended to provide that it will continue in full force and effect until the Closing Date, at which time it will automatically terminate.
