Common use of Investigation; Confidentiality Clause in Contracts

Investigation; Confidentiality. (a) Without in any way limiting or qualifying the representations, warranties and covenants made by Seller herein, Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, ITI and (ii) has had independent legal, financial and technical advice relating to ITI and the terms of this Agreement and the documents to be executed pursuant hereto. (b) The terms of the letter agreement dated as of June 21, 2002 (the "Confidentiality Agreement") between Xxxxxx, as agent for Seller, and Purchaser are incorporated by reference herein and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement and the obligations of Purchaser thereunder shall terminate; provided, however, that the Confidentiality Agreement shall not terminate with respect to that portion of the Evaluation Material (as defined in the Confidentiality Agreement) that is described on Exhibit 5.02(b) hereto. If this Agreement, is, for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms. (c) Following the Closing, Seller agrees to, and will cause its agents, representatives, Affiliates, employees, officers and directors to, (i) treat and hold as confidential (and not disclose or provide access to any Person), in a manner consistent with its practices prior to the date hereof, all information concerning ITI that was previously treated by Seller and its Affiliates as confidential, (ii) in the event that Seller or any such agent, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange or the Swiss Exchange) to disclose any such information, provide Purchaser with prompt written notice of such requirement so that Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.02(b), and (iii) in the event that such protective order or other remedy is not obtained or is not available, or Purchaser waives compliance with this Section 5.02(b), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Section 5.02(b) by Seller, its agents, representatives, Affiliates, employees, officers or directors.

Investigation; Confidentiality. (a) Without in any way limiting or qualifying the representations, warranties and covenants made by Seller herein, Purchaser acknowledges and agrees that it it, (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, ITI and concerning the Grafts Business; (ii) has been furnished with or given adequate access to such information about the Grafts Business as it has requested; (iii) has had independent legal, financial and technical advice relating to ITI the Grafts Business and the terms of this Agreement and the documents to be executed pursuant hereto; and (iv) will not assert any claim against Seller or any of its Affiliates or any of Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of Seller contained in this Agreement) furnished by Seller or such persons concerning Seller or the Grafts Business. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by Purchaser to the fullest extent permitted by such Law, and Purchaser agrees that it shall not seek to enforce any such implied warranties or similar rights. (b) In connection with Purchaser's investigation of the Grafts Business, Purchaser has received certain estimates, projections and other forecasts, and certain plan and budget information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that Purchaser will not assert any claim against Seller or any of its Affiliates or any of Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold Seller or any such persons liable with respect thereto. Accordingly, Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.02. (c) The terms of the letter agreement dated as of June 2125, 2002 (the "Confidentiality Agreement") between Xxxxxx, as agent for Seller, and Purchaser are incorporated by reference herein and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement and the obligations of Purchaser thereunder under this Section 5.02(c) shall terminate; provided, however, that the Confidentiality Agreement shall not terminate with respect to that portion of the Evaluation Material (as defined in the Confidentiality Agreement) that is described on Exhibit 5.02(b) heretonot exclusively related to the transactions contemplated by this Agreement. If this Agreement, is, for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms. Potential insurers of Purchaser shall be deemed to be "Representatives" for purposes of the Confidentiality Agreement. (cd) Following the Closing, Seller agrees to, and will cause its agents, representatives, Affiliates, employees, officers and directors to, (i) treat and hold as confidential (and not disclose or provide access to any Person), in a manner consistent with its practices prior to the date hereof, all information concerning ITI the Grafts Business that was previously treated by Seller and its Affiliates as confidential, ; (ii) in the event that Seller or any such agent, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange or the Swiss Exchange) to disclose any such information, provide Purchaser with prompt written notice of such requirement so that Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.02(b5.02(d), ; and (iii) in the event that such protective order or other remedy is not obtained or is not available, or Purchaser waives compliance with this Section 5.02(b5.02(d), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Section 5.02(b5.02(d) by Seller, its agents, representatives, Affiliates, employees, officers or directors. Anything in this Section 5.02(d) to the contrary notwithstanding, Seller and its agents, representatives, Affiliates, employees, officers and directors shall have the right to use and disclose confidential information described in this Section 5.02(d) to the extent such confidential information is necessary for the conduct of the business of Seller and its Affiliates.

Investigation; Confidentiality. (a) Without in any way limiting Purchaser may, prior to the Effective Time, make or qualifying cause to be made, such investigation of the representationsbusiness and properties of Seller and its financial and legal condition as Purchaser deems necessary or advisable to familiarize itself therewith, warranties provided that such investigations shall not unreasonably interfere with normal operations of Seller. Seller agrees to permit Purchaser and covenants made by its authorized representatives to have or cause them to be permitted to have, after the date hereof, full access to the premises, books and records of Seller herein, Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation intoat reasonable hours, and based thereon has formed an independent judgment concerning, ITI and (ii) has had independent legal, the officers of Seller shall furnish Purchaser with such financial and technical advice operating data and other information with respect to Seller's businesses and properties as Purchaser shall from time to time reasonably request. Seller agrees to permit Purchaser and its authorized representatives to conduct, at Purchaser's expense, an audit of Seller's books and records, and Seller will request its auditing firm to permit Purchaser and its representatives, including its auditing firm, to review the work papers of the auditing firm of Seller relating to ITI their examination of Seller's financial statements. The completion of such audit is not a condition to the Closing or the Merger. No investigation by Purchaser heretofore or hereafter made shall affect the representations and the terms warranties of this Agreement Seller, and the documents each such representation and warranty shall survive any such investigation, subject to be executed pursuant heretoArticle 9. (b) The terms of Except as contemplated by this Agreement or as necessary to carry out the letter agreement dated as of June 21transactions contemplated hereby, 2002 all information or documents furnished to Purchaser shall be kept confidential by Purchaser (the "Confidentiality Agreement") between Xxxxxx, as agent for Seller, and Purchaser shall cause its agents and representatives to maintain the confidentiality of such documents) and in the event such transactions are incorporated by reference herein not consummated, Purchaser shall return to Seller all information furnished hereunder and shall continue in full force and effect not thereafter use the same for any purpose until the Closing, at which such time the Confidentiality Agreement and the obligations of Purchaser thereunder shall terminate; provided, however, that the Confidentiality Agreement shall not terminate with respect as such information becomes publicly available from sources other than parties to that portion of the Evaluation Material (as defined in the Confidentiality Agreement) that is described on Exhibit 5.02(b) hereto. If this Agreement, is, for any reason, terminated prior except to the Closing Date, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms. (c) Following the Closing, Seller agrees to, and will cause its agents, representatives, Affiliates, employees, officers and directors to, extent (i) treat and hold as confidential (and not disclose or provide access to any Person), in a manner consistent with its practices it was known by Purchaser prior to the date hereof, all information concerning ITI that was previously treated by Seller and its Affiliates as confidentialbeing received, (ii) in the event that Seller it is or any such agentthereafter becomes lawfully obtainable from other sources, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange or the Swiss Exchange) to disclose any such information, provide Purchaser with prompt written notice of such requirement so that Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.02(b), and (iii) in the event that such protective order or other remedy is not obtained or is not available, or Purchaser waives compliance with this Section 5.02(b), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence shall not apply disclose the same to any information thatGovernmental Entity having jurisdiction over Purchaser or as otherwise may be required by applicable law, at the time or (iv) such duty of disclosure, confidentiality is available publicly and was not disclosed waived in breach of this Section 5.02(b) writing by Seller, its agents, representatives, Affiliates, employees, officers or directors. Purchaser will give Seller as much advance notice as is reasonably possible of any disclosure to be made pursuant to (iii) above and will provide a copy of the intended disclosure to Seller.

Investigation; Confidentiality. (a) Without in any way limiting or qualifying the representations, warranties and covenants made by Seller herein, The Purchaser ------------------------------ acknowledges and agrees that it it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, ITI and the Electrophysiology Business, (ii) has been furnished with or given such adequate access to such information about the Electrophysiology Business as it has requested, (iii) has had independent legal, financial and technical advice relating to ITI the Electrophysiology Business and the terms of this Agreement and the documents to be executed pursuant heretohereto and (iv) will not assert any claim against the Seller or any of its Affiliates or any of the Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold the Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Seller contained in this Agreement or any Ancillary Agreement) furnished by the Seller or such persons concerning the Seller, the Subsidiaries or the Electrophysiology Business. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with the Purchaser's investigation of the Electrophysiology Business, the Purchaser has received certain estimates, projections and other forecasts for the Electrophysiology Business, and certain plan and budget information (collectively, the "Forward Looking Information"). --------------------------- The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its Affiliates or any of the Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold the Seller or any such persons liable with respect thereto, except as set forth in the proviso to the immediately succeeding sentence. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.02; provided, however, -------- ------- that the Seller represents and warrants to the Purchaser that the Seller believes the methods, including, without limitation, the assumptions, used in preparing the Forward Looking Information were reasonable. (c) The terms of the letter agreement dated as of June 2119, 2002 1998 (the "Confidentiality Agreement") between XxxxxxXxxxxxx, as agent for the Seller, and the -------------------------- Purchaser are 37 incorporated by reference herein and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement and the obligations of the Purchaser thereunder under this Section 5.02(c) shall terminate; provided, however, that the Confidentiality Agreement shall not terminate with -------- ------- respect to that portion of the Evaluation Material (as defined in the Confidentiality Agreement) that is described related to or concerns the Seller or its Affiliates (other than the Electrophysiology Business) and which is identified as such in writing by the Seller to the Purchaser on Exhibit 5.02(bor prior to the Closing Date; and provided, further, that notwithstanding anything in the -------- ------- Confidentiality Agreement to the contrary, the Purchaser shall be permitted to (i) heretoemploy, hire, enter into an independent contracting arrangement or agency relationship with (in any case effective as of or following the consummation of the Closing), or solicit in respect of the foregoing, any Sales Representative or employee of the Subsidiaries, (ii) discuss the transactions contemplated hereby with customers, suppliers, purchasers, distributors and regulators (including, without limitation, the FDA) of the Electrophysiology Business, and (iii) otherwise take the actions and engage in the transactions contemplated by this Agreement. If this Agreement, Agreement is, for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms. After the date of this Agreement, the Seller shall use reasonable efforts to enforce the valid and enforceable confidentiality agreements entered into with any other bidders for the Electrophysiology Business in connection with the sale thereof. The Seller shall control any litigation brought pursuant to the preceding sentence and shall have the ability to enter into any settlement of such litigation with the Purchaser's consent which will not be unreasonably withheld. With respect to any such Actions brought on or prior to the six-month anniversary of the Closing Date with respect to the solicitation or hiring of Sales Representatives, the Seller shall retain one-third of the amount of any damages (net of costs and expenses) recovered in connection therewith (up to an amount equal to $1,500,000 per applicable Sales Representative) and the remainder (net of costs and expenses) shall be promptly paid over to the Purchaser. With respect to any such Action brought after the six-month anniversary of the Closing Date, the Seller shall promptly pay to the Purchaser any damages (net of costs and expenses) recovered by the Seller in connection therewith or any Action other than with respect to the solicitation or hiring of Sales Representatives. (cd) Following the Closing, the Seller agrees to, and will cause its agents, representatives, Affiliates, employees, officers and directors to, (i) treat and hold as confidential (and not disclose or provide access to any Person), in a manner consistent with its practices prior to the date hereof, and not to use except to prepare documents required to be filed with Governmental Authorities or its financial statements or to discharge its obligations and exercise its rights in respect of this Agreement, all information concerning ITI that was related to the Electrophysiology Business previously treated by the Seller and its Affiliates as confidentialconfidential and any information received pursuant to Sections 5.03, 5.04, 5.18, 5.19 or 9.03(e), (ii) in the event that the Seller or any such agent, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange, the London Stock Exchange or the Swiss Exchange) to disclose any such information, provide the Purchaser with prompt written notice of such requirement so that the Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.02(b), 5.02(d) and (iii) in the event that such protective order or other remedy is not obtained or is not available, or the Purchaser waives compliance with this Section 5.02(b5.02(d), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, -------- ------- that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Section 5.02(b5.02(d) by the Seller, its agents, representatives, Affiliates, employees, officers or directors.

Investigation; Confidentiality. (a) Without in any way limiting or qualifying the representations, warranties and covenants made by Seller herein, Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon and the representations and warranties and other provisions contained herein and in any Transaction Agreement has formed an independent judgment concerningconcerning the Valves Business, ITI and (ii) has been furnished with or given adequate access to such information about the Valves Business as it has requested, (iii) has had independent legal, financial and technical advice relating to ITI the Valves Business and the terms of this Agreement and the documents to be executed pursuant hereto, and (iv) other than as permitted by this Agreement or any Transaction Agreement, will not assert any claim against Seller or any of its Affiliates or any of Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information furnished by Seller or such persons concerning Seller or the Valves Business. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction that is not provided for in this Agreement or in any Transaction Agreement is hereby expressly and irrevocably waived by Purchaser to the fullest extent permitted by such Law, and Purchaser agrees that it shall not seek to enforce any such implied warranties or similar rights. (b) In connection with Purchaser's investigation of the Valves Business, Purchaser has received certain financial projections and other financial forecasts, and certain financial plan and budget information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections, forecasts, plans and budgets so furnished to it, and that Purchaser will not assert any claim against Seller or any of its Affiliates or any of Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold Seller or any such persons liable with respect thereto. Accordingly, Seller makes no representation or warranty with respect to any projections, forecasts, plans or budgets referred to in this Section 5.02(b). Seller acknowledges that (i) the provisions of this Section 5.02(b) are not intended to and do not otherwise impair, reduce or otherwise affect the representations and warranties made by Seller in Article III of this Agreement (including as to the estimates inherent in preparing the Reference Balance Sheet and the Valves Business Financial Statements referred to in Section 3.07 hereof) and in any Transaction Agreement and (ii) the foregoing shall not apply with respect to the completion of the New Vancouver Facility. (c) The terms of the letter agreement dated as of June 2119, 2002 (the "Confidentiality Agreement") between Xxxxxx, as agent for SellerCenterpulse, and Purchaser are incorporated by reference herein and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement and the obligations of Purchaser thereunder under this Section 5.02(c) shall terminate; provided, however, that the Confidentiality Agreement shall not terminate with respect to that portion of the Evaluation Material Confidential Information (as defined in the Confidentiality Agreement) (i) to the extent that is described on Exhibit 5.02(bnot exclusively related to the transactions contemplated by this Agreement and (ii) heretothat is not used or useful in operating the Valves Business. If this Agreement, is, for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms. (cd) Following the Closing, Seller agrees and Centerpulse agree to, and will cause its agents, representatives, Affiliates, employees, officers and directors todirectors, (i) to treat and hold as confidential (and not disclose or provide access to any Person), in a manner consistent with its practices prior to the date hereof, all information concerning ITI the Valves Business that was previously treated by Seller and its Affiliates as confidential, to not disclose any information concerning the Valves Business to a Diversified Company or a business referred to in Section 5.07 hereof, and to not use any such confidential information, (ii) in the event that Seller or any such agent, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange or the Swiss Exchange) to disclose any such information, provide Purchaser with prompt written notice of such requirement so that Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.02(b5.02(d), and (iii) in the event that such protective order or other remedy is not obtained or is not available, or Purchaser waives compliance with this Section 5.02(b5.02(d), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Section 5.02(b5.02(d) by Seller, its agents, representatives, Affiliates, employees, officers or directors. Anything in this Section 5.02(d) to the contrary notwithstanding, Seller and its agents, representatives, Affiliates, employees, officers and directors shall have the right to use and disclose confidential information described in this Section 5.02(d) of the type listed in Exhibit 5.02(d) hereto but not in connection with any Competitive Business.

Investigation; Confidentiality. (a) Without Seller shall permit Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to Buyer, upon Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest, provided that such access and any way limiting such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations or qualifying constitute a waiver of the representationsattorney-client privilege. In addition, warranties from the date hereof, Seller and covenants made each Seller Subsidiary shall permit employees of Buyer or Buyer Bank reasonable access to information relating to problem loans, loan restructurings and loan workouts of Seller and each Seller Subsidiary. From the date hereof, Seller and its Subsidiaries shall make their respective directors, officers, employees and agents and authorized representatives (including counsel) available to confer with Buyer and its representatives and report on the general status of its ongoing operations at such times as Buyer may reasonably request, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Seller will promptly notify Buyer of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Seller hereinor any Seller Subsidiary. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, Purchaser acknowledges and agrees provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it (i) has made is in the best interests of Seller and its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, ITI and (ii) has had independent legal, financial and technical advice relating shareholders to ITI and the terms of this Agreement and the documents to be executed pursuant heretoexclude such representatives. (b) The terms All information furnished previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the letter agreement dated as Party furnishing the information until completion of June 21the Merger and, 2002 (if the "Confidentiality Agreement") between Xxxxxx, as agent for Seller, and Purchaser are incorporated by reference herein and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement and the obligations of Purchaser thereunder shall terminate; provided, however, that the Confidentiality Agreement Merger shall not terminate with respect to that portion of occur, the Evaluation Material (as defined in Party receiving the Confidentiality Agreement) that is described on Exhibit 5.02(b) hereto. If this Agreement, is, for any reason, terminated prior information shall either destroy or return to the Closing DateParty which furnished such information all documents or other materials containing, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms. (c) Following the Closing, Seller agrees to, and will cause its agents, representatives, Affiliates, employees, officers and directors to, (i) treat and hold as confidential (and not disclose reflecting or provide access referring to any Person), in a manner consistent with its practices prior to the date hereof, all information concerning ITI that was previously treated by Seller and its Affiliates as confidential, (ii) in the event that Seller or any such agent, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange or the Swiss Exchange) to disclose any such information, provide Purchaser with prompt written notice of shall use its best efforts to keep confidential all such requirement so that Purchaser may seek a protective order information, and shall not directly or indirectly use such information for any competitive or other remedy or waive compliance with this Section 5.02(b), and (iii) in commercial purposes. The obligation to keep such information confidential shall continue for five years from the event that such protective order or other remedy is not obtained or is not available, or Purchaser waives compliance with this Section 5.02(b), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence date the proposed transactions are abandoned but shall not apply to (i) any information thatwhich (x) the Party receiving the information can establish was already in its possession prior to the disclosure thereof by the Party furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of the Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that the Party which is the subject of any such legal requirement or order shall use its best efforts to give the other Party at the time of disclosure, is available publicly and was not disclosed in breach of this Section 5.02(b) by Seller, its agents, representatives, Affiliates, employees, officers or directorsleast ten business days prior notice thereof.