Common use of Confidentiality; Exclusivity Clause in Contracts

Confidentiality; Exclusivity. (a) From the applicable Closing Date until December 31, 2005, Seller and its Affiliates, on the one hand, and Acquiror and its Affiliates (including the Acquired Companies), on the other hand, shall, and shall cause their respective Representatives to maintain in confidence and not use to the detriment of the other party (including for the purposes of competing with the other party or its Affiliates), any written, oral or other information relating to and obtained from the other party or its Affiliates, except that the foregoing requirements of this Section 5.04(a) shall not apply to a party to the extent that (i) any such information is or becomes generally available to the public other than (A) in the case of Acquiror, as a result of disclosure by Seller, its Affiliates or any of its respective Representatives and (B) in the case of Seller, as a result of disclosure by Acquiror or any of the Acquired Companies (after the applicable Closing Date) or any of their respective Affiliates, or any of their respective Representatives, (ii) any such information is required by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice that has been given to Acquiror or Seller, as applicable, (iii) any such information is to be disclosed in connection with any Action, or (iv) any such information was or becomes available to such party on a non-confidential basis and from a source (other than a party to this Agreement or any Affiliate or Representative of such party) that is not bound by a confidentiality agreement. Seller and Acquiror shall instruct its Affiliates and Representatives having access to such information of such obligation of confidentiality. (b) Acquiror and Seller agree to deal with one another on an exclusive basis during the term of this Agreement with respect to the transactions contemplated herein, and Seller shall not solicit or entertain offers for, or enter into any discussions relating to, any similar transactions with respect to the sale of the Companies or any of the Acquired Real Property Assets.

Confidentiality; Exclusivity. (a) From and for a period of twelve (12) months following the applicable Closing Date until December 31Closing, 2005Seller, Seller Indemnitor and its their Affiliates, on the one hand, and Acquiror and its Affiliates (including the Acquired CompaniesCompany and the Company Subsidiaries), on the other hand, shall, and shall cause their respective Representatives to maintain in confidence and not use to the detriment of the other party (including for the purposes of competing with the other party or its Affiliates), any written, oral or other information relating to and obtained from the other party or its Affiliates, except that the foregoing requirements of this Section 5.04(a) shall not apply to a party to the extent that (i) any such information is or becomes generally available to the public other than (A) in the case of Acquiror, as a result of disclosure by Seller, its Affiliates or any of its respective Representatives and (B) in the case of Seller, as a result of disclosure by Acquiror Acquiror, the Company or any of the Acquired Companies Company Subsidiary (after the applicable Closing Date) or any of their respective Affiliates, or any of their respective Representatives, (ii) any such information is required by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice that has been given to Acquiror or Seller, as applicable, (iii) any such information is to be disclosed in connection with any Action, or (iv) any such information was or becomes available to such party on a non-confidential basis and from a source (other than a party to this Agreement or any Affiliate or Representative of such party) that is not bound by a confidentiality agreement. Seller and Acquiror Each of the parties hereto shall instruct its Affiliates and Representatives having access to such information of such obligation of confidentiality. (b) Acquiror and Seller The parties hereto agree to deal with one another on an exclusive basis during the term of this Agreement with respect to the transactions contemplated herein, and Seller shall not solicit or entertain offers for, or enter into any discussions relating to, any similar transactions with respect to the sale of the Companies Company, the Company Subsidiaries or any of the Acquired Real Property Assets. (c) Notwithstanding anything to the contrary in this Agreement, Seller and Indemnitor may provide information at any time, whether written or oral (including, without limitation, copies of documents), relating to this Agreement and the transactions contemplated hereby in connection with the matters, and to the Persons, set forth in Schedule 5.04(c).