Common use of Confidentiality Information Clause in Contracts

Confidentiality Information. (a) Each Purchaser shall keep all information received by it from the Company or its Representatives confidential and shall not, without the Company's prior written consent, disclose such information in any manner whatsoever, in whole or in part. The Purchasers shall cause any Warburg Group Director and any observer to the Board of Directors permitted to the Purchasers to comply with the foregoing requirement. (b) Section 6.06(a) shall not apply to any such information as (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by such Purchaser or any of its Representatives or (ii) is or becomes known or available to such Purchaser on a non-confidential basis from a source (other than the Company or its Representatives) that, to the best of such Purchaser's knowledge, is not under a legal obligation not to disclose such information to such Purchaser or (iii) was independently developed by such Purchaser or its Representatives without reference to any information provided by the Company or its Representatives (except pursuant to clauses (i), (ii) or (iv)) or (iv) was known to such Purchaser prior to such disclosure by the Company or its Representatives. (c) In the event that 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 received from the Company or its Representatives, 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, 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 reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchasers shall cause any Warburg Group Director and any observer to the Board of Directors designated by the Purchasers to provide such information to the Company as may reasonably be required in connection with the Form 10 (if designated prior to the 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) Each Purchaser The Company and each of its Subsidiaries shall and shall cause 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 confidential, and the 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 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 Company, disclosure is required by Applicable 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 Company, any of its Subsidiaries or any Company Representative. The Purchasers Company shall use all commercially reasonable efforts to cause any Warburg Group Director its Representatives and any observer to the Board of Directors permitted to the Purchasers its Subsidiaries' Representatives to comply with the foregoing requirement. (b) Section 6.06(a5.08(a) shall not apply to any such information as that (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by such Purchaser the Company or its Subsidiaries or any of its Representatives or their respective Representatives, (ii) is or becomes known or available to such Purchaser the Company or its Subsidiaries on a non-confidential basis from a source (other than the Company Purchaser or its Representatives) that, to the best knowledge of such Purchaser's knowledgethe Company, is not under a legal obligation not to disclose such information to such Purchaser or (iii) was independently developed by such Purchaser the 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), (ii) or (ivii)) or (iv) that was known to such Purchaser the Company or its Subsidiaries prior to such disclosure by the Company Purchaser or its Representatives. (c) In the event that such Purchaser the 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 received from referred to in Section 5.08(a), the Company shall or shall cause its Representatives, such Purchaser shall Subsidiaries to provide the Company Purchaser with prompt written notice so that the Company Purchaser 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, such Purchaser the 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 best efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchasers Company acknowledges that the 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 5.08 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Purchaser shall cause any Warburg Group Director be entitled to seek equitable relief, including injunction and any observer to specific performance, in the Board of Directors designated by the Purchasers to provide such information to event the Company as may reasonably be required in connection with the Form 10 (if designated prior to the Effective Time) or any other filings with the Commission 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 5.08, 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 5.08, but shall be in addition to all other Governmental Authority in connection with the Distribution remedies available at law or the Transactionsequity.

Confidentiality Information. (a) Each 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 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 Purchasers Purchaser shall use its commercially reasonable efforts to cause any Warburg Group its Representatives and the Preferred Director and any observer to the Board of Directors permitted to the Purchasers to comply with the foregoing requirement. (b) Section 6.06(a6.05(a) shall not apply to any such information as that (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by such the Purchaser or any of its Representatives or Representatives, (ii) is or becomes known or available to such the Purchaser on a non-confidential basis from a source (other than the Company or its Representatives) that, to the best knowledge of such the Purchaser's knowledge, is not under a legal obligation not to disclose such information to such the Purchaser or (iii) was independently developed by such the Purchaser or its Representatives without reference to any information provided by the Company or its Representatives (except pursuant to clauses (i), (ii) or (ivii)) or (iv) that was known to such the Purchaser prior to such disclosure by the Company or its Representatives. (c) In the event that such 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 received from referred to in Section 6.05(a), the Company or its Representatives, 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, such 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 best efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchasers 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 any Warburg Group the Preferred Director and any observer (if designated prior to the Board of Directors designated by the Purchasers Effective Date) to provide such information to the Company as may reasonably be required in connection with the Form 10 (if designated prior to Registration Statement and the Effective Time) 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) Each 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 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 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 Seller, 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 Seller, any of its Subsidiaries or any Seller Representative. The Purchasers Purchaser shall use its commercially reasonable efforts to cause any Warburg Group Director and any observer to the Board of Directors permitted to the Purchasers its Representatives to comply with the foregoing requirement. (b) Section 6.06(a6.03(a) shall not apply to any such information as that (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by such the Purchaser or any of its Representatives or Representatives, (ii) is or becomes known or available to such the Purchaser on a non-confidential basis from a source (other than the Company Seller or its Representatives) that, to the best knowledge of such the Purchaser's knowledge, is not under a legal obligation not to disclose such information to such the Purchaser or (iii) was independently developed by such the Purchaser or its Representatives without reference to any information provided by the Company Seller or its Representatives (except pursuant to clauses (i), (ii) or (ivii)) or (iv) that was known to such the Purchaser prior to such disclosure by the Company Seller or its Representatives. (c) In the event that such 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 received from referred to in Section 6.03(a), the Company or its Representatives, such Purchaser shall provide the Company Seller with prompt written notice so that the Company Seller 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, such 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 best efforts to obtain reliable assurance that confidential treatment shall be accorded such information. (d) The Purchasers shall cause any Warburg Group Director and any observer to the Board of Directors designated by the Purchasers to provide such information to the Company as may reasonably be required in connection with the Form 10 (if designated prior to the Effective Time) or any other filings with the Commission or any other Governmental Authority in connection with the Distribution or the Transactions.