Common use of Confidentiality Obligations of BUYER Clause in Contracts

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, and financial condition of SELLER and its affiliates and its and their customers (including without limitation the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDED, HOWEVER, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictions.

Confidentiality Obligations of BUYER. From BUYER shall, and after the date hereofshall cause any agents, officers, directors, employees and other affiliates of BUYER and its affiliates and parent company shall (collectively referred to in this Section as “BUYER affiliates”) to, treat all information received from SELLER concerning the business, assetsAssets, operations, and financial condition of SELLER and its affiliates and its and their customers (including without limitation the OfficesOffice), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or such BUYER affiliates or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLERdomain; and BUYER shall, and shall cause BUYER affiliates to, not use any such information (so required to be treated as confidential) confidential for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, BUYER affiliates to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) confidential received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the OfficesOffice; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its the BUYER affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER or any of such BUYER affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order order, or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged , after BUYER has given SELLER notice of the legal process, order, or decree (if permitted by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictionslaw).

Confidentiality Obligations of BUYER. From and after the date hereofhereof until the Closing, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, and financial condition of SELLER and its affiliates and its and their customers (including without limitation the OfficesAssets), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's ’s affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with Agreement. The covenants and obligations of BUYER hereunder shall survive the foregoing restrictionsClosing and any earlier termination of this Agreement.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, and financial condition of SELLER and its affiliates affiliates, and its and their customers (including without limitation the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated herebyhereby (including in the filing of required regulatory applications, provided that, if available, a confidential treatment request will be made regarding such confidential information). Upon the any termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith be required to disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction the Acquisition may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is Acquisition. The covenants and obligations of BUYER hereunder shall survive the subject Closing and any earlier termination of this Agreement subject to compliance with the foregoing restrictionsAgreement.

Confidentiality Obligations of BUYER. From and after the date hereofhereof until the Closing, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, and financial condition of SELLER and its affiliates and its and their customers (including without limitation the OfficesAssets), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with Agreement. The covenants and obligations of BUYER hereunder shall survive the foregoing restrictionsClosing and any earlier termination of this Agreement.

Confidentiality Obligations of BUYER. From and after the date ------------------------------------- hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, operations and financial condition of SELLER and its affiliates and its and their customers (including including, without limitation limitation, the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; domain, and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 SECTION 8.1 are of the essence and shall ----------- survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 SECTION 8.1 if BUYER shall in good faith disclose any of ----------- such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction the Acquisition may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is Acquisition. The covenants and obligations of BUYER hereunder shall survive the subject Closing and any earlier termination of this Agreement subject to compliance with the foregoing restrictionsAgreement.

Confidentiality Obligations of BUYER. From and after (a) The Confidentiality Agreement is terminated as of the date hereofhereof and is of no further force or effect. (b) During the period from the date hereof through the earlier of (x) one (1) year following the termination of this Agreement in accordance with its terms and (y) the Closing Date, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operationsBuyer shall, and financial condition shall cause its Representatives to, keep the Confidential Information confidential and not disclose any of SELLER and its affiliates and its and their customers (including without limitation it to any person in any manner whatsoever or use the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) Confidential Information for any purpose except other than in furtherance of the transactions contemplated hereby. Upon the termination of by this Agreement; provided, BUYER shallhowever, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, that Buyer may (i) make any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 are disclosure of the essence and shall survive any termination of this AgreementConfidential Information to which the Company gives its prior written consent, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDED, HOWEVER, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER shall in good faith (ii) disclose any of such confidential information to such Representatives who need to know such information and who are advised of the confidentiality obligations that attach to the Confidential Information (it being agreed that Buyer will be responsible for any violation of the provisions of this Section 6.12(b) by any of its Representatives), and (iii) disclose that information which, on the advice of counsel, is required to be disclosed by Law or pursuant to a demand of any Governmental Entity (which requirement or demand shall not have been caused by any act of Buyer or its Representatives in compliance violation of this Agreement). Notwithstanding anything to the contrary in the foregoing, in the event that Buyer or any of its Representatives is required to or reasonably believes that it is required by Law to disclose any of the Confidential Information, such party shall, to the extent legally permissible, provide the Company with prompt written notice of any legal process, such requirement so that the Company may seek (at its cost and expense) a protective order or decree issued by any court other appropriate remedy or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to waive compliance with the foregoing restrictionsprovisions of this Agreement; provided that, in the event that such protective order or other appropriate remedy or waiver by the Company is not obtained or granted, and Buyer or any of its Representatives is nonetheless, on the advice of counsel, required by Law to disclose Confidential Information, such person may disclose to, or as required by, the applicable Governmental Entity only that portion of the Confidential Information that such counsel advises is legally required to be disclosed (and any such disclosure shall be made only to such persons to whom such counsel advises such information is legally required to be disclosed); provided that Buyer and its Representatives shall exercise reasonable best efforts (at their cost and expense) to preserve the confidentiality of the Confidential Information, including by reasonably cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

Confidentiality Obligations of BUYER. From BUYER shall, and after the date hereofshall cause any affiliates to, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assetsAssets, operations, and financial condition of SELLER and its affiliates and its and their customers (including without limitation the OfficesOffice), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or such affiliates or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLERdomain; and BUYER shall, and shall cause its affiliates to, not use any such information (so required to be treated as confidential) confidential for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, affiliates to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) confidential received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 are of the essence and 7.01 shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the OfficesOffice; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 7.01 if BUYER or any of such affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order order, or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by ; provided, however, that BUYER shall give SELLER prompt notice of any such order so that all information provided to BUYER related to this purchase and assumption transaction SELLER may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictionschallenge such order if SELLER so desires.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, and financial condition of SELLER and Banc One and its affiliates and its and their customers (including without limitation the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLERSELLER and Banc One; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER and Banc One in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with Agreement. The covenants and obligations of BUYER hereunder shall survive the foregoing restrictionsClosing and any earlier termination of this Agreement.

Confidentiality Obligations of BUYER. From and after the date hereof, until the earlier of (i) four (4) years following the Closing Date, or (ii) four (4) years following the earlier termination of this Agreement, BUYER shall, and shall cause its affiliates and parent company shall to, treat all information received from SELLER SELLERS concerning the business, assets, operations, and financial condition of SELLER and its affiliates and its SELLERS and their affiliates, and SELLERS’ and their affiliates’ respective customers (including including, without limitation limitation, the OfficesOffice), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and BUYER, its parent company or its affiliates, if any, or in the public domain or received from a third person not known by BUYER BUYER, its parent company or its affiliates, if any, to be under any obligation to SELLERSELLERS; and BUYER shall not, and shall cause its parent company and affiliates not to, use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated herebyhereby (including in the filing of required regulatory applications, provided that, if available, a confidential treatment request will be made regarding such confidential information). Upon the any termination of this Agreement, BUYER shall, and shall cause its parent company and affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER SELLERS in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this AgreementAgreement in accordance with the terms of this Section 8.1, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the OfficesOffice; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor its parent company or any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith disclose any of such confidential information is required to be disclosed in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER SELLERS that all information provided to BUYER related to this purchase and assumption transaction the Acquisition may be provided to BUYER's affiliates parent company and affiliates, if any, as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictionsAcquisition.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and Buyer, its affiliates affiliates, and parent company shall treat all information received from SELLER Seller concerning the business, assets, operations, and financial condition of SELLER Seller, and its affiliates affiliates, and its and their customers (including without limitation the OfficesBranches), as confidentialconfidential (the "Confidential Information"), unless and to the extent that BUYER Buyer can demonstrate that such information Confidential Information was already known to BUYER Buyer and its affiliates, if any, or in the public domain domain, or received from a third person not known by BUYER Buyer to be under any obligation to SELLERSeller; and BUYER Buyer shall not use any such information (so required to be treated as confidential) Confidential Information for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER Buyer shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) Confidential Information received from or on behalf of SELLER Seller in connection with the transactions contemplated hereby. The covenants of BUYER Buyer contained in this Section 8.01 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information Confidential Information that is limited solely to the activities and transactions of the OfficesBranches; PROVIDEDprovided, HOWEVERhowever, that neither BUYER Buyer nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER Buyer shall in good faith disclose any of such confidential information Confidential Information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER Seller that all information Confidential Information provided to BUYER Buyer related to this purchase and assumption transaction the Acquisition may be provided to BUYERBuyer's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement Acquisition subject to compliance with the foregoing restrictions.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER BANK ONE concerning the business, assets, operations, and financial condition of SELLER BANK ONE and its affiliates and its and their customers (including without limitation the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLERBANK ONE; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER BANK ONE in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDED, HOWEVER, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER BANK ONE that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictionsAgreement.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER BANK ONE concerning the business, assets, operations, and financial condition of SELLER BANK ONE and its affiliates and its and their customers (including without limitation the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLERBANK ONE; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER BANK ONE in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER BANK ONE that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with Agreement. The covenants and obligations of BUYER hereunder shall survive the foregoing restrictionsClosing and any earlier termination of this Agreement.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations(1) Buyer will hold in confidence, and financial condition of SELLER and its affiliates and its and their customers (including without limitation the Offices), as confidential, unless and will not use to the extent that BUYER can demonstrate that such detriment of Seller, any data and information was already known to BUYER and its affiliates, if any, obtained from Seller or Parent in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated herebyconnection with this Agreement. Upon the termination of this AgreementAgreement for any reason, BUYER shall, and Buyer shall cause its affiliates, if any, to, return promptly return to Seller all documents and workpapers containing, and all copies of, any such printed information (so required to be treated as confidential) received by Buyer from or on behalf of SELLER Seller in connection with the transactions contemplated herebyproposed transaction and deliver to Seller or destroy all copies of such printed material which may have been made by Buyer or its representatives. (2) In the event Buyer does not purchase the Purchased Assets, Buyer shall not, unless required by any applicable law, rule or regulation, without prior permission of Seller, disclose any proprietary information relating to Seller, the Business or the Purchased Assets (collectively, "Seller's Confidential Information"). The covenants of BUYER contained in this Section 8.01 are Seller's Confidential Information shall not include any other information that becomes publicly available through no act of the essence disclosing party, is received rightfully from a third party without duty of confidentiality, is disclosed under operation of law, or is disclosed with the prior written permission of the Seller. (3) Buyer agrees that it will not at any time or in any manner, either directly or indirectly, use any of Seller's Confidential Information for its own benefit, and that it will protect such information and treat it as strictly confidential. Seller shall survive be entitled to an injunction to restrain Buyer from disclosing, in whole or in part, Seller’s Confidential Information, or from providing any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect services to any party to whom such information that is limited solely to the activities and transactions of the Offices; PROVIDED, HOWEVER, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER shall in good faith disclose any of such confidential information in compliance with any legal process, order has been disclosed or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction may be provided to BUYER's affiliates as necessary disclosed. Buyer shall not be prohibited by this provision from pursuing other remedies, including claims for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictionslosses or damages.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER and its affiliates and parent company shall treat all information received from SELLER concerning the business, assets, operations, and financial condition of SELLER and its affiliates affiliates, and its and their customers (including without limitation the Offices), as confidential, unless and to the extent that BUYER can demonstrate that such information was already known to BUYER and its affiliates, if any, or in the public domain or received from a third person not known by BUYER to be under any obligation to SELLER; and BUYER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated herebyhereby (including in the filing of required regulatory applications, provided that, if available, a confidential treatment request will be made regarding such confidential information). Upon the any termination of this Agreement, BUYER shall, and shall cause its affiliates, if any, to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER in connection with the transactions contemplated hereby. The covenants of BUYER contained in this Section 8.01 8.1 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the Offices; PROVIDEDprovided, HOWEVERhowever, that neither BUYER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 8.1 if BUYER shall in good faith be required to disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER that all information provided to BUYER related to this purchase and assumption transaction the Acquisition may be provided to BUYER's ’s affiliates as necessary for the purpose of consummating the transaction which is Acquisition. The covenants and obligations of BUYER hereunder shall survive the subject Closing and any earlier termination of this Agreement subject to compliance with the foregoing restrictionsAgreement.

Confidentiality Obligations of BUYER. From and after the date hereof, BUYER Buyer and its affiliates and parent company shall treat all information received from SELLER Seller concerning the business, assets, operations, and financial condition of SELLER Seller and its affiliates and its and their customers (including without limitation the OfficesBranch), as confidential, unless and to the extent that BUYER Buyer can demonstrate that such information was already known to BUYER Buyer and its affiliates, if any, or is then in the public domain through no fault of Buyer or its affiliates or was received from a third person not known by BUYER Buyer to be under any obligation to SELLERSeller; and BUYER Buyer shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, BUYER Buyer shall, and shall cause its affiliates, if any, to, to promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of SELLER Seller in connection with the transactions contemplated hereby. The covenants of BUYER Buyer contained in this Section 8.01 are of the essence and shall survive any termination of this Agreement, but shall terminate at the Closing, if it occurs, with respect to any information that is limited solely to the activities and transactions of the OfficesBranch; PROVIDEDprovided, HOWEVERhowever, that neither BUYER Buyer nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.01 if BUYER Buyer shall in good faith disclose any of such confidential information in compliance with any legal or regulatory requirement, process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by SELLER Seller that all information provided to BUYER Buyer related to this purchase and assumption transaction the Acquisition may be provided to BUYERBuyer's affiliates and representatives as necessary for the purpose of consummating the transaction which is the subject of this Agreement subject to compliance with the foregoing restrictionsAcquisition.