Common use of Confidentiality Information Clause in Contracts

Confidentiality Information. (a) The Purchaser shall and shall cause its Representatives to keep all information received by it or them in connection with the negotiations and execution of this Agreement and the consummation of the Transactions from the Company or its Representatives confidential, and the Purchaser shall not, without the Company's prior written consent, disclose such information in any manner whatsoever, in whole or in part, except (i) for disclosure to the Representatives of the Purchaser who have a need to know such information for the purpose of assisting in the consummation of the Transactions, (ii) to the extent, in the sole judgment of the Purchaser, disclosure is required by Applicable Law or court process and (iii) to the extent disclosure is requested by any Governmental Authority having jurisdiction over the Purchaser, any of its Subsidiaries or any Company Representative. The Purchaser shall use its commercially reasonable efforts to cause its Representatives and the Preferred Director to comply with the foregoing requirement. (b) Section 6.05(a) shall not apply to any such information that (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by the Purchaser or any of its Representatives, (ii) is or becomes known or available to the Purchaser on a non-confidential basis from a source (other than the Company or its Representatives) that, to the knowledge of the Purchaser, is not under a legal obligation to disclose such information to the Purchaser or (iii) was independently developed by the Purchaser or its Representatives without reference to any information provided by the Company or its Representatives (except pursuant to clauses (i) or (ii)) that was known to the Purchaser prior to such disclosure by the Company or its Representatives. (c) In the event that the Purchaser or its Representatives become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise), to disclose any information referred to in Section 6.05(a), the Purchaser shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. Failing the entry of a protective order or other appropriate remedy or receipt of a waiver hereunder, the Purchaser shall furnish only that portion of the information which it is advised by its counsel is legally required to be furnished and shall exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchaser acknowledges that the Company may not have an adequate remedy at law and may be irreparably harmed in the event that any of the provisions of the Confidentiality Agreement or this Section 6.05 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek equitable relief, including injunction and specific performance, in the event the Purchaser or its Representatives breach or threaten to breach any of the provisions of the Confidentiality Agreement or this Section 6.05, without the necessity of posting any bond or proving special damages or irreparable injury. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the Confidentiality Agreement or this Section 6.05, but shall be in addition to all other remedies available at law or equity. (e) The Purchaser shall cause the Preferred Director (if designated prior to the Effective Date) to provide such information to the Company as may reasonably be required in connection with the Registration Statement and the Information Statement or Prospectus, as applicable, or any other filings with the Commission or any other Governmental Authority in connection with the Distribution or the Transactions.

Confidentiality Information. (a) The Each Purchaser shall and shall cause its Representatives to keep all information received by it or them in connection with the negotiations and execution of this Agreement and the consummation of the Transactions from the Company or its Representatives confidential, confidential and the Purchaser shall not, without the Company's prior written consent, disclose such information in any manner whatsoever, in whole or in part, except (i) for disclosure . The Purchasers shall cause any Warburg Group Director and any observer to the Representatives Board of the Purchaser who have a need to know such information for the purpose of assisting in the consummation of the Transactions, (ii) Directors permitted to the extent, in the sole judgment of the Purchaser, disclosure is required by Applicable Law or court process and (iii) to the extent disclosure is requested by any Governmental Authority having jurisdiction over the Purchaser, any of its Subsidiaries or any Company Representative. The Purchaser shall use its commercially reasonable efforts to cause its Representatives and the Preferred Director Purchasers to comply with the foregoing requirement. (b) Section 6.05(a6.06(a) shall not apply to any such information that as (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by the such Purchaser or any of its Representatives, Representatives or (ii) is or becomes known or available to the such Purchaser on a non-confidential basis from a source (other than the Company or its Representatives) that, to the knowledge best of the such Purchaser's knowledge, is not under a legal obligation not to disclose such information to the such Purchaser or (iii) was independently developed by the such Purchaser or its Representatives without reference to any information provided by the Company or its Representatives (except pursuant to clauses (i), (ii) or (iiiv)) that or (iv) was known to the such Purchaser prior to such disclosure by the Company or its Representatives. (c) In the event that the such Purchaser or its Representatives become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise), to disclose any information referred to in Section 6.05(a)received from the Company or its Representatives, the such Purchaser shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy, or if the 42 37 Company so directs, such Purchaser shall, and shall cause its Representatives to, exercise its reasonable best efforts to obtain a protective order or other appropriate remedy at the Company's reasonable expense. Failing the entry of a protective order or other appropriate remedy or receipt of a waiver hereunder, the such Purchaser shall furnish only that portion of the information which it is advised by its counsel is legally required to be furnished and shall exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchaser acknowledges that the Company may not have an adequate remedy at law and may be irreparably harmed in the event that any of the provisions of the Confidentiality Agreement or this Section 6.05 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek equitable relief, including injunction and specific performance, in the event the Purchaser or its Representatives breach or threaten to breach any of the provisions of the Confidentiality Agreement or this Section 6.05, without the necessity of posting any bond or proving special damages or irreparable injury. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the Confidentiality Agreement or this Section 6.05, but shall be in addition to all other remedies available at law or equity. (e) The Purchaser Purchasers shall cause the Preferred any Warburg Group Director (if designated prior and any observer to the Effective Date) Board of Directors designated by the Purchasers to provide such information to the Company as may reasonably be required in connection with the Registration Statement and Form 10 (if designated prior to the Information Statement or Prospectus, as applicable, Effective Time) or any other filings with the Commission or any other Governmental Authority in connection with the Distribution or the Transactions.

Confidentiality Information. (a) The Purchaser Company and each of its Subsidiaries shall and shall cause its their respective Representatives to keep all information received by it or them in connection with the negotiations and execution of this Agreement and the consummation of the Transactions from the Company Purchaser or its Representatives confidential, and the Purchaser Company shall not, without the CompanyPurchaser's prior written consent, disclose such information in any manner whatsoever, in whole or in part, except (i) for disclosure to the Representatives of the Purchaser Company, its Subsidiaries and Pitney Xxxxx who have a need to know such information for the purpose of assisting in the consummation of the Transactions, (ii) to the extent, in the sole judgment of the PurchaserCompany, disclosure is required by Applicable Law or Law, court process or by applicable rules or listing agreements with any national securities exchange or quotation system on which the Company lists securities and (iii) to the extent disclosure is requested by any Governmental Authority having jurisdiction over the PurchaserCompany, any of its Subsidiaries or any Company Representative. The Purchaser Company shall use its all commercially reasonable efforts to cause its Representatives and the Preferred Director its Subsidiaries' Representatives to comply with the foregoing requirement. (b) Section 6.05(a5.08(a) shall not apply to any such information that (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by the Purchaser Company or its Subsidiaries or any of its their respective Representatives, (ii) is or becomes known or available to the Purchaser Company or its Subsidiaries on a non-confidential basis from a source (other than the Company Purchaser or its Representatives) that, to the knowledge of the PurchaserCompany, is not under a legal obligation to disclose such information to the Purchaser or (iii) was independently developed by the Purchaser Company or its Subsidiaries or any of their respective Representatives without reference to any information provided by the Company Purchaser or any of its Representatives (except pursuant to clauses (i) or (ii)) that was known to the Purchaser Company or its Subsidiaries prior to such disclosure by the Company Purchaser or its Representatives. (c) In the event that the Purchaser Company or its Subsidiaries or any of their respective Representatives become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise), to disclose any information referred to in Section 6.05(a5.08(a), the Purchaser Company shall or shall cause its Subsidiaries to provide the Company Purchaser with prompt written notice so that the Company Purchaser may seek a protective order or other appropriate remedy. Failing the entry of a protective order or other appropriate remedy or receipt of a waiver hereunder, the Purchaser Company shall or shall cause its Subsidiaries, as applicable, to furnish only that portion of the information which it is advised by its counsel is legally required to be furnished and shall exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchaser Company acknowledges that the Company Purchaser may not have an adequate remedy at law and may be irreparably harmed in the event that any of the provisions of the Confidentiality Agreement or this Section 6.05 5.08 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company Purchaser shall be entitled to seek equitable relief, including injunction and specific performance, in the event the Purchaser Company or any of its Subsidiaries or any of their respective Representatives breach or threaten to breach any of the provisions of the Confidentiality Agreement or this Section 6.055.08, without the necessity of posting any bond or proving special damages or irreparable injury. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the Confidentiality Agreement or this Section 6.055.08, but shall be in addition to all other remedies available at law or equity. (e) The Purchaser shall cause the Preferred Director (if designated prior to the Effective Date) to provide such information to the Company as may reasonably be required in connection with the Registration Statement and the Information Statement or Prospectus, as applicable, or any other filings with the Commission or any other Governmental Authority in connection with the Distribution or the Transactions.

Confidentiality Information. (a) The Purchaser shall and shall cause its Representatives to keep all information received by it or them in connection with the negotiations and execution of this Agreement and the consummation of the Transactions from the Company Seller or its Representatives confidential, and the Purchaser shall not, without the CompanySeller's prior written consent, disclose such information in any manner whatsoever, in whole or in part, except (i) for disclosure to the Representatives of the Purchaser Seller who have a need to know such information for the purpose of assisting in the consummation of the Transactions, (ii) to the extent, in the sole judgment of the PurchaserSeller, disclosure is required by Applicable Law or court process and (iii) to the extent disclosure is requested by any Governmental Authority having jurisdiction over the PurchaserSeller, any of its Subsidiaries or any Company Seller Representative. The Purchaser shall use its commercially reasonable efforts to cause its Representatives and the Preferred Director to comply with the foregoing requirement. (b) Section 6.05(a6.03(a) shall not apply to any such information that (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by the Purchaser or any of its Representatives, (ii) is or becomes known or available to the Purchaser on a non-confidential basis from a source (other than the Company Seller or its Representatives) that, to the knowledge of the Purchaser, is not under a legal obligation to disclose such information to the Purchaser or (iii) was independently developed by the Purchaser or its Representatives without reference to any information provided by the Company Seller or its Representatives (except pursuant to clauses (i) or (ii)) that was known to the Purchaser prior to such disclosure by the Company Seller or its Representatives. (c) In the event that the Purchaser or its Representatives become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise), to disclose any information referred to in Section 6.05(a6.03(a), the Purchaser shall provide the Company Seller with prompt written notice so that the Company Seller may seek a protective order or other appropriate remedy. Failing the entry of a protective order or other appropriate remedy or receipt of a waiver hereunder, the Purchaser shall furnish only that portion of the information which it is advised by its counsel is legally required to be furnished and shall exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchaser acknowledges that the Company may not have an adequate remedy at law and may be irreparably harmed in the event that any of the provisions of the Confidentiality Agreement or this Section 6.05 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek equitable relief, including injunction and specific performance, in the event the Purchaser or its Representatives breach or threaten to breach any of the provisions of the Confidentiality Agreement or this Section 6.05, without the necessity of posting any bond or proving special damages or irreparable injury. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the Confidentiality Agreement or this Section 6.05, but shall be in addition to all other remedies available at law or equity. (e) The Purchaser shall cause the Preferred Director (if designated prior to the Effective Date) to provide such information to the Company as may reasonably be required in connection with the Registration Statement and the Information Statement or Prospectus, as applicable, or any other filings with the Commission or any other Governmental Authority in connection with the Distribution or the Transactions.