Confidentiality of Seller. Seller shall hold in confidence, unless compelled to disclose by judicial or administrative process or other provisions of law, all documents and information furnished to it by Buyer in connection with this Agreement. All such information shall be deemed confidential except to the extent that such information or documents are (i) generally available to the public other than as a result of a disclosure by Seller, (ii) made available to Seller on a non-confidential basis prior to disclosure to Seller by Buyer, or (iii) made available to Seller on a non-confidential basis from a source other than Buyer, provided that such source is not known, and by reasonable effort could not be known, by Seller to be bound by a confidentiality agreement with Buyer or otherwise prohibited from transmitting the information to Seller by a contractual, legal or fiduciary obligation. Seller shall not release or disclose such confidential information to any other person, except to its employees on a need-to-know basis in connection with this Agreement. Each such employee shall first be advised of the confidentiality provisions of this Section 7.1 and shall agree in writing to comply with such provisions. In no event shall such information be disclosed in violation of the requirements of FERC Order 889 or any other applicable standards of conduct and any successor(s) thereto. Seller shall promptly notify Buyer if it receives notice or otherwise concludes that the production of any information subject to this Section 7.1 is being sought under any provision of law. Seller may use information subject to this Section 7.1 in any arbitration proceeding under Section 13, subject to a confidentiality agreement with the arbitrator and other participants.
Confidentiality of Seller. Seller acknowledges that the success of the Business after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by Seller and its Subsidiaries, that the preservation of the confidentiality of such information by Seller and its Subsidiaries is an essential premise of the bargain between Seller and Purchaser, and that Purchaser would be unwilling to enter into this Agreement in the absence of this Section 7.13.1. Accordingly, Seller will not, and will cause its Subsidiaries not to, at any time on or after the Closing Date, without the prior written consent of Purchaser, disclose any Confidential Information to the extent relating to the Business, the Transferred Assets or the Assumed Liabilities; provided, however, that the information subject to the foregoing provisions of this sentence will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof); and provided, further, that the provisions of this Section 7.13.1 will not prohibit any retention of copies of records or disclosure (a) required by any applicable Legal Requirement (other than federal and state securities Legal Requirements) so long as reasonable prior notice is given of such disclosure and a reasonable opportunity is afforded to contest the same, (b) required by any applicable federal and state securities Legal Requirements or (c) made in connection with the enforcement of any right or remedy relating to this Agreement or the Transactions.
Confidentiality of Seller. Seller will not, and will cause its Affiliates not to, at any time on or after the Closing Date, without the prior written consent of Purchaser, disclose any Confidential Information to the extent relating to the Business or included in the Transferred Assets; provided, however, that the information subject to the foregoing provisions of this sentence will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation of any confidentiality obligation). The provisions of this Section 7.9.1 will not prohibit any retention of copies of records or disclosure (a) required by any applicable Legal Requirement (other than federal and state securities Legal Requirements) so long as reasonable prior notice is given of such disclosure and a reasonable opportunity is afforded to contest the same, (b) required by any applicable federal and state securities Legal Requirements or (c) made in connection with the enforcement of any right or remedy relating to this Agreement or the Transactions; provided, in each case, that Seller will, to the extent permitted by applicable law, provide Purchaser with prior written notice of such disclosure promptly (and in any event within two Business Days) after receipt of such request so that Purchaser may seek a protective order or other appropriate remedy. If such protective order or other remedy is denied, and Seller or any of its Representatives are nonetheless legally compelled to disclose such information, Seller or its Representatives, as the case may be, will furnish only that portion of the Confidential Information that is legally required, in the opinion of Seller’s counsel, and will exercise best efforts to obtain assurances that confidential treatment will be accorded the Confidential Information.
Confidentiality of Seller. Seller will, and will cause its employees, representatives, consultants and advisors to, hold in confidence and not use any confidential information that remains after the Closing in the possession of Seller concerning the Business, the Acquired Assets and the Assumed Liabilities. Seller will not release or disclose any such information to any Person other than Buyer and its authorized representatives. Notwithstanding the foregoing, the confidentiality obligations of this Section 6.2 will not apply to information:
(a) which Seller is compelled to disclose by judicial or administrative process, or, in the opinion of counsel, by other mandatory requirements of Law;
(b) which can be shown to have been generally available to the public other than as a result of a breach of this Section 6.2; or
(c) which can be shown to have been provided to Seller by a third party who obtained such information other than from Seller or other than as a result of a breach of this Section 6.2.
Confidentiality of Seller. For a period of three years after the Closing Date, Seller shall not, directly or indirectly, disclose, and shall not permit any Affiliate, directly or indirectly, to disclose to any other Person any material non-public information concerning the Business, except as on the advice of counsel is required in filings with any Governmental Entity or in a Proceeding. If, during the term of any confidentiality agreement entered into by Seller or its Affiliates relating to the purchase and sale of the Tejas Companies any party thereto breaches such confidentiality agreement, Seller will upon Buyer's written request and at Buyer's expense, use Reasonable Efforts to enforce such agreement.
Confidentiality of Seller. Unless and until the Closing has been consummated, and if the Closing has been consummated, thereafter, Seller shall hold, and shall cause its Affiliates, counsel, independent certified public accountants and appraisers to hold in confidence any confidential data or information made available to Seller in connection with this Agreement. If the transactions contemplated by this Agreement are not consummated, Seller agrees that it shall return or cause to be returned to Purchaser all written materials and all copies thereof that were supplied to Seller by Purchaser and that contain any such confidential data or information.
Confidentiality of Seller. Seller shall hold in confidence and not use any confidential information that remains after the Closing in the possession of Seller concerning the Business, the Acquired Assets and the Assumed Liabilities. Seller shall not release or disclose any such information to any person other than Buyer and its authorized representatives. Notwithstanding the foregoing, the confidentiality obligations of this Section 7.2 shall not apply to information:
(a) which Seller is compelled to disclose by judicial or administrative process, or, in the opinion of counsel, by other mandatory requirements of law;
(b) which can be shown to have been generally available to the public other than as a result of a breach of this Section 7.2; or
(c) which can be shown to have been provided to Seller by a third party who obtained such information other than from Seller or other than as a result of a breach of this Section 7.2.
Confidentiality of Seller. For a period of two years following the Closing, each of the Parties will not, and will cause each of its Affiliates (including, with respect to Purchaser following the Closing, the Crestwood Entities) not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of the other Party, disclose or knowingly use in any manner detrimental to the other Party or their respective Affiliates any confidential or proprietary information of or concerning (a) in the case of Seller, any Crestwood Entity, Purchaser or their respective controlled Affiliates and (b) in the case of Purchaser, the Seller or its Affiliates and their respective businesses (other than Purchaser or any of its subsidiaries); provided, that the information subject to the foregoing provisions of this sentence will not include any information (i) that was publicly available prior to the Closing Date or thereafter becomes publicly available, in each case, without any violation of this Agreement on the part of the receiving Party or any of its Representatives acting on its behalf, or (ii) that becomes available to the receiving Party after the Closing Date from a Person other than the other Party and its Representatives who is not, to the knowledge of the receiving Party, subject to any legally binding obligation to keep such information confidential; and provided, further, that the provisions of this Section 5.8 will not prohibit any disclosure (i) required by any applicable Law so long as (to the extent permissible under applicable Law) reasonable prior notice is given to the other Party of such disclosure and a reasonable opportunity is afforded to contest the same and/or for the other Party to seek, at its cost, a protective order (and if the other Party so seeks such an order, the first Party will provide such cooperation as reasonably requested by the other Party), and in any event such disclosure shall only be to the extent legally required, or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement or the Transactions. Seller acknowledges, and will advise its Affiliates and its and their Representatives who receive such information, that confidential information received from Purchaser may constitute material non-public information under applicable federal and state securities Laws.
Confidentiality of Seller. Following the Closing, Seller will, and will use its reasonable best efforts to cause its Affiliates to, hold, and will use its reasonable best efforts to cause its and their respective Representatives to hold, in confidence any and all TRS Confidential Information concerning the TRS Business and the Purchased Assets, except to the extent that Seller can show that such information (a) is in the public domain through no fault of Seller or any of its Affiliates or their respective Representatives, (b) is lawfully acquired by Seller or any of its Affiliates after the Closing Date from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (c) is required to be disclosed by Requirements of Law, including by deposition, interrogatory, request for documents, subpoena, civil investigation demand, or similar process. In the event that Seller is compelled to disclose any such information by judicial or administrative process or by other Requirements of Law, Seller will notify Purchaser promptly in writing and shall disclose only that portion of such information that Seller in the written opinion of its outside legal counsel is legally required to be disclosed.
Confidentiality of Seller. Seller acknowledges and agrees that all information primarily related to the AFH Business is proprietary and confidential unless in the public domain, and that on and after the Closing Date, Seller agrees to, and shall direct its directors, officers, partners, stockholders, representatives, and agents to keep confidential all of the Confidential Information, unless required to be disclosed by law.
