Common use of Limitations on Confidential Information Clause in Contracts

Limitations on Confidential Information. (a) Notwithstanding Section 11.2(b) and Section 11.3(b), from and after the Closing, Seller Confidential Information and Buyer Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such Seller Confidential Information and Buyer Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If Seller Confidential Information or Buyer Confidential Information is disclosed under the provisions of this Section 11.4(a), the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure. (b) Each Party hereby agrees that from and after the Closing it will not make any use of any Seller Confidential Information or Buyer Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and the other Transaction Documents, unless specifically authorized to do so in writing by the other Party, and this Agreement shall not be construed as a license or authorization to either Party to utilize Seller Confidential Information or Buyer Confidential Information, as applicable, except for such purpose. (c) From and after the Closing, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all Seller Confidential Information or Buyer Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such Seller Confidential Information, or Buyer Confidential Information (as applicable) and (ii) all notes or other documents in digital or other format in their possession or in the possession of other persons to whom Seller Confidential Information or Buyer Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic copies of materials or summaries containing or reflecting Seller Confidential Information or Buyer Confidential Information (as applicable) that are automatically generated through data backup or archiving systems and which are not readily accessible by a Party’s business personnel shall not be deemed to violate this Agreement, so long as Seller Confidential Information or Buyer Confidential Information (as applicable) contained in or reflected in such electronic backup records is not disclosed or used in violation of the other terms of this Agreement. (d) The obligations of the parties under Section 11.2(b) and Section 11.3(c) shall not apply to the tax treatment or tax structure of the transactions contemplated by this Agreement and each Party (and any employee, Representative, or agent of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the of the transactions contemplated by this Agreement and all other materials of any kind (including opinions or other tax analysis) that are provided to a Party relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”). The preceding sentences are intended to cause the transactions contemplated by this Agreement not to be treated as having been offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provision) of the Treasury Regulations issued under the Code and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant to understanding the purported or claimed United States federal income tax treatment or tax structure of the transactions contemplated by this Agreement and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of Seller or Buyer, or any third parties involved in any of the transactions contemplated by this Agreement or the other Transaction Documents.

Limitations on Confidential Information. (a) Notwithstanding Section 11.2(b) and Section 11.3(b), from and after the Closing, Seller Confidential Information and Buyer Purchaser Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such Seller Confidential Information and Buyer Purchaser Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If Seller Confidential Information or Buyer Purchaser Confidential Information is disclosed under the provisions of this Section 11.4(a), to the extent permitted by applicable Law, the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure. (b) Each Party hereby agrees that from and after the Closing it will not make any use of any Seller Confidential Information or Buyer Purchaser Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement, unless specifically authorized to do so in writing by the other Partywriting, and this Agreement shall not be construed as a license or authorization to either Party to utilize Seller Confidential Information or Buyer Purchaser Confidential Information, as applicable, except for such purpose; provided, however, that notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict or limit in any manner the use by Purchaser (or its Affiliates or its or their respective Representatives) of any Purchaser Confidential Information or Seller (or its Affiliates or its or their respective Representatives) of any Seller Confidential Information, other than the terms and conditions of this Agreement. (c) From and after the Closing, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all Seller Confidential Information or Buyer Purchaser Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such Seller Confidential Information, or Buyer Purchaser Confidential Information (as applicable) and (ii) to the extent embodying Seller Confidential Information or Purchaser Confidential Information, all notes or other documents in digital or other format in their possession or in the possession of other persons to whom Seller Confidential Information or Buyer Purchaser Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic ; provided, however, copies of materials or summaries containing or reflecting Seller Confidential Information or Buyer Purchaser Confidential Information (as applicable) that are automatically generated through data backup or archiving systems may be retained (and which are not readily accessible required to be destroyed) (A) by a Partythe Purchaser’s business personnel shall not be deemed or the Seller’s, as applicable, in house or external attorneys to violate this Agreementprevent possible future misunderstandings regarding the scope of the disclosure, (B) by Purchaser or Seller, as applicable, and their respective Representatives (1) to the extent and in the manner required in order to comply with any Law or professional record keeping obligation and (2) that is contained in an archived computer system backup in accordance with security or disaster recovery procedures, in each case so long as Seller Confidential Information or Buyer Purchaser Confidential Information (as applicable) contained in or reflected in such electronic backup records retained pursuant to this Section 11.4(c) is not disclosed or used in violation of the other terms of this AgreementAgreement and (C) by Seller (or its Affiliates or its or their respective Representatives) if such Purchaser Confidential Information is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) that such Purchaser Confidential Information is required in order to provide services to Purchaser or any of the Acquired Companies. (d) The obligations Notwithstanding anything in this Article XI to the contrary, Purchaser hereby acknowledges that the terms of the parties under Section 11.2(b) and Section 11.3(c) this Article XI shall not apply restrict the use and/or retention by Seller or its Affiliates or their Representatives of Purchaser Confidential Information to the tax treatment extent the use or tax structure retention of the transactions contemplated such Purchaser Confidential Information is determined in good faith by this Agreement and each Party Seller (and any employee, Representative, or agent of any partyits Affiliates or its or their respective Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the of the transactions contemplated by this Agreement and all other materials of any kind (including opinions or other tax analysis) that are provided to a Party relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”). The preceding sentences are intended to cause the transactions contemplated by this Agreement not to be treated as having been offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (required in order to provide services to Purchaser or any successor provision) of the Treasury Regulations issued under the Code and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant to understanding the purported or claimed United States federal income tax treatment or tax structure of the transactions contemplated by this Agreement and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of Seller or Buyer, or any third parties involved in any of the transactions contemplated by this Agreement or the other Transaction DocumentsAcquired Companies.

Limitations on Confidential Information. (a) Notwithstanding Section 11.2(b) and Section 11.3(b), from and after the Closinga Closing with respect to any Acquired Companies Acquisition, applicable Seller Confidential Information and Buyer applicable Purchaser Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such applicable Seller Confidential Information and Buyer applicable Purchaser Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.4(a), to the extent permitted by applicable Law, the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure. (b) Each Party hereby agrees that from and after the a Closing with respect to any Acquired Companies Acquisition it will not make any use of any applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and the other Transaction Documentsany Acquired Companies Acquisition, unless specifically authorized to do so in writing by the other Partywriting, and this Agreement shall not be construed as a license or authorization to either Party to utilize applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information, as applicable, except for such purpose; provided, however, that notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict or limit in any manner the use by Purchaser (or its Affiliates or its or their respective Representatives) of any applicable Purchaser Confidential Information or Seller (or its Affiliates or its or their respective Representatives) of any applicable Seller Confidential Information, other than the terms and conditions of this Agreement. (c) From and after the Closinga Closing with respect to any Acquired Companies Acquisition, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such applicable Seller Confidential Information, or Buyer applicable Purchaser Confidential Information (as applicable) and (ii) to the extent embodying applicable Seller Confidential Information or applicable Purchaser Confidential Information, all notes or other documents in digital or other format in their possession or in the possession of other persons to whom applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic ; provided, however, copies of materials or summaries containing or reflecting applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) that are automatically generated through data backup or archiving systems may be retained (and which are not readily accessible required to be destroyed) (A) by a Partythe Purchaser’s business personnel shall not be deemed or the Seller’s, as applicable, in house or external attorneys to violate this Agreementprevent possible future misunderstandings regarding the scope of the disclosure, (B) by Purchaser or Seller, as applicable, and their respective Representatives (1) to the extent and in the manner required in order to comply with any Law or professional record keeping obligation and (2) that is contained in an archived computer system backup in accordance with security or disaster recovery procedures, in each case so long as applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) contained in or reflected in such electronic backup records retained pursuant to this Section 11.4(c) is not disclosed or used in violation of the other terms of this AgreementAgreement and (C) by Seller (or its Affiliates or its or their respective Representatives) if it is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) that such applicable Purchaser Confidential Information is required in order to provide services to Purchaser or any of the applicable Acquired Companies. (d) The obligations Notwithstanding anything in this Article XI to the contrary, Purchaser hereby acknowledges that the terms of the parties under Section 11.2(b) and Section 11.3(c) this Article XI shall not apply restrict the use or retention by Seller or its Affiliates or their Representatives of Purchaser Confidential Information to the tax treatment extent the use or tax structure retention of the transactions contemplated such Purchaser Confidential Information is determined in good faith by this Agreement and each Party Seller (and any employee, Representative, or agent of any partyits Affiliates or its or their respective Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the of the transactions contemplated by this Agreement and all other materials of any kind (including opinions or other tax analysis) that are provided to a Party relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”). The preceding sentences are intended to cause the transactions contemplated by this Agreement not to be treated as having been offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (required in order to provide services to Purchaser or any successor provision) of the Treasury Regulations issued under the Code and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant to understanding the purported or claimed United States federal income tax treatment or tax structure of the transactions contemplated by this Agreement and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of Seller or Buyer, or any third parties involved in any of the transactions contemplated by this Agreement or the other Transaction DocumentsAcquired Companies.

Limitations on Confidential Information. (a) Notwithstanding Section 11.2(b) and Section 11.3(b)Either Party may, from and after in the Closingcourse of the relationship established by this Agreement, Seller Confidential Information and Buyer Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such Seller Confidential Information and Buyer Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted disclose to do so, the other Party is given written notice confidential, non-public information including, without limitation, such Party’s pricing, methodologies, fee schedules, volume of the requirement for disclosure promptly after such disclosure is requestedbusiness, so that it may take whatever action it deems appropriatemethods, including intervention in any proceeding and seeking a protective order systems, practices, plans, and/or other confidential or an injunction, to prohibit such disclosureproprietary information (collectively “Confidential Information”). If Seller Confidential Information or Buyer Confidential Information is disclosed under the provisions of this Section 11.4(a), the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure. (b) Each Party hereby agrees that from and after the Closing it will not make any use of any Seller Confidential Information or Buyer Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and the other Transaction Documents, unless specifically authorized to do so in writing by the other Party, and this Agreement shall not be construed as a license or authorization to either Party to utilize Seller Confidential Information or Buyer Confidential Information, as applicable, except for such purpose. (c) From and after the Closing, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all Seller Confidential Information or Buyer Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such Seller Confidential Information, or Buyer Confidential Information (as applicable) and (ii) all notes or other documents in digital or other format in their possession or in the possession of other persons to whom Seller Confidential Information or Buyer Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic copies of materials or summaries containing or reflecting Seller Confidential Information or Buyer Confidential Information (as applicable) that are automatically generated through data backup or archiving systems and which are not readily accessible by a Party’s business personnel shall not be deemed to violate this Agreement, so long include any information which: (1) is or becomes generally known to the public not as Seller a result of a disclosure by the receiving Party or its Representatives; (2) is already known by the receiving Party on a non-confidential basis prior to disclosure by the disclosing Party; (3) is received by the receiving Party from a third party without restriction on disclosure and without breach of any confidentiality agreement by such third party; or (4) is independently developed by the receiving Party without reliance upon the disclosing Party’s information. Each Party shall hold all Confidential Information or Buyer Confidential Information (as applicable) contained in or reflected in such electronic backup records is not disclosed or used in violation of the other Party in strict confidence. Each Party shall use, and shall cause each of its agents, subcontractors, employees, service providers, advisors, or auditors (“Representatives”) to use, all commercially reasonable means (in any case, not less than reasonable care) to safeguard the confidentiality of all Confidential Information of the other Party in the same manner that the Party safeguards its own confidential and/or proprietary information. Each Party shall not, without prior written consent of the other Party: (a) use any Confidential Information of the other Party for any purpose other than as necessary to perform such Party’s obligations under this Agreement or to exercise such Party’s rights hereunder; or (b) disclose any Confidential Information of the other Party to any third party other than to such Party’s Representatives who: (i) have a need to know such Confidential Information to perform such Party’s obligations under this Agreement or to exercise such Party’s rights hereunder; (ii) who are informed of the confidential nature of the Confidential Information; and (iii) are bound by obligations of confidentiality at least as stringent as the confidentiality provisions in this Agreement. The receiving Party shall remain liable for any breach of confidentiality by such Representatives. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Sponsor disclose EDH’s Confidential Information to any third party administrator, insurance company, data warehouse vendor, health benefit plan (other than the Plan), health benefit plan sponsor (other than Sponsor), health care provider, or any person or entity which provides claims settlement, case management, health benefit navigation, health care coordination, and/or physician or facility “center of excellence” planning or coordination services, without the prior written approval of EDH. If either Party receives a request or demand to disclose all or any part of the Confidential Information of the other Party under the terms of this Agreement. (d) The obligations a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the parties under Section 11.2(b) and Section 11.3(c) shall not apply United States or of any other jurisdiction, or otherwise, the Party receiving such request agrees to promptly notify the other Party, to the tax treatment or tax structure extent legally permitted, of the transactions contemplated by this Agreement existence, terms and each circumstances surrounding the request so that the Party (whose Confidential Information is subject to the request may, at its option, seek a protective order or other appropriate relief or remedy. If a protective order or other remedy is not timely sought or obtained, the Party subject to the request shall furnish only that portion of the Confidential Information which is legally required and any employeesuch Party shall use all reasonable efforts to ensure that confidential treatment shall be accorded such Confidential Information. Contractor and BPS acknowledge that unauthorized disclosure or use of Confidential Information may irreparably damage the disclosing Party in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, Representative, the actual or agent threatened unauthorized disclosure or use of any party) may disclose Confidential Information shall give the disclosing Party the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the of the transactions contemplated by this Agreement and all other materials of any kind remedy otherwise available (including opinions or other tax analysis) that are provided to a Party relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”reasonable attorneys' fees). The preceding sentences are intended Parties hereby waive the posting of a bond with respect to cause any action for injunctive relief. From time to time, BPS may reasonably request that Contractor protect the transactions contemplated by this Agreement not confidentiality of certain Confidential Information in particular ways to be treated as having been offered under conditions of ensure that confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provision) of is maintained. Contractor has the Treasury Regulations issued under the Code and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant right to understanding the purported or claimed United States federal income tax treatment or tax structure of the transactions contemplated by this Agreement and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of Seller or Buyer, or any third parties involved in any of the transactions contemplated by this Agreement or the other Transaction Documentsreasonably decline BPS’s request.

Limitations on Confidential Information. (a) Notwithstanding Section 11.2(b) 11.2 and Section 11.3(b)11.3, from and after the Closing, Seller Confidential Information and Buyer Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by LawLaw or the rules of any recognized national stock exchange (including, for greater certainty, the New York Stock Exchange); provided, however, that: (i) such Seller Confidential Information and Buyer Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If Seller Confidential Information or Buyer Confidential Information is disclosed under the provisions of this Section 11.4(a11.5(a), to the extent the disclosing Party is permitted by Law to do so, the disclosing Party shall notify the other Party of the same in writing promptly, and in any event not later than five two (52) Business Days following the disclosure. (b) Each Party hereby agrees that that, from and after the Closing Closing, it will not make any use of any Seller Confidential Information or Buyer Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and or the other Transaction DocumentsDocuments or as expressly permitted in this Agreement, unless specifically authorized to do so in writing by the other Party, and this Agreement shall not be construed as a license or authorization to either Party to utilize Seller Confidential Information or Buyer Confidential Information, as applicable, except for such purpose. (c) From and after the Closing, upon a Party’s written request, except as advised by counsel that such actions would result in a violation of Law or would violate the receiving Party’s demonstrable internal document retention policies aimed at legal, corporate governance or regulatory compliance, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all Seller Confidential Information or Buyer Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such Seller Confidential Information, Information or Buyer Confidential Information (as applicable) and (ii) all notes or other documents in digital or other format in their possession or in the possession of other persons to whom Seller Confidential Information or Buyer Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic copies of materials or summaries containing or reflecting Seller Confidential Information or Buyer Confidential Information (as applicable) that are automatically generated through data backup or archiving systems and which that are not readily accessible by a Party’s business personnel shall not be deemed to violate this Agreement, so long as Seller Confidential Information or Buyer Confidential Information (as applicable) to the extent contained in or reflected in such electronic backup records is not disclosed or used in violation of the other terms of this Agreement. (d) The obligations of the parties under Section 11.2(b) and Section 11.3(c) shall not apply to the tax treatment or tax structure of the transactions contemplated by this Agreement and each Party (and any employee, Representative, or agent of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the of the transactions contemplated by this Agreement and all other materials of any kind (including opinions or other tax analysis) that are provided to a Party relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”). The preceding sentences are intended to cause the transactions contemplated by this Agreement not to be treated as having been offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provision) of the Treasury Regulations issued under the Code and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant to understanding the purported or claimed United States federal income tax treatment or tax structure of the transactions contemplated by this Agreement and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of Seller or Buyer, or any third parties involved in any of the transactions contemplated by this Agreement or the other Transaction Documents.

Limitations on Confidential Information. 33 (a) Notwithstanding Section 11.2(b) and Section 11.3(b), from and after the Closinga Closing with respect to any Acquired Companies Acquisition, applicable Seller Confidential Information and Buyer applicable Purchaser Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such applicable Seller Confidential Information and Buyer applicable Purchaser Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.4(a), to the extent permitted by applicable Law, the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure. (b) Each Party hereby agrees that from and after the a Closing with respect to any Acquired Companies Acquisition it will not make any use of any applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and the other Transaction Documentsany Acquired Companies Acquisition, unless specifically authorized to do so in writing by the other Partywriting, and this Agreement shall not be construed as a license or authorization to either Party to utilize applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information, as applicable, except for such purpose; provided, however, that notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict or limit in any manner the use by Purchaser (or its Affiliates or its or their respective Representatives) of any applicable Purchaser Confidential Information or Seller (or its Affiliates or its or their respective Representatives) of any applicable Seller Confidential Information, other than the terms and conditions of this Agreement. (c) From and after the Closinga Closing with respect to any Acquired Companies Acquisition, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such applicable Seller Confidential Information, or Buyer applicable Purchaser Confidential Information (as applicable) and (ii) to the extent embodying applicable Seller Confidential Information or applicable Purchaser Confidential Information, all notes or other documents in digital or other format in their possession or in the possession of other persons to whom applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic ; provided, however, copies of materials or summaries containing or reflecting applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) that are automatically generated through data backup or archiving systems may be retained (and which are not readily accessible required to be destroyed) (A) by a Partythe Purchaser’s business personnel shall not be deemed or the Seller’s, as applicable, in house or external attorneys to violate this Agreementprevent possible future misunderstandings regarding the scope of the disclosure, (B) by Purchaser or Seller, as applicable, and their respective Representatives (1) to the extent and in the manner required in order to comply with any Law or professional record keeping obligation and (2) that is contained in an archived computer system backup in accordance with security or disaster recovery procedures, in each case so long as applicable Seller Confidential Information or Buyer applicable Purchaser Confidential Information (as applicable) contained in or reflected in such electronic backup records retained pursuant to this Section 11.4(c) is not disclosed or used in violation of the other terms of this AgreementAgreement and (C) by Seller (or its Affiliates or its or their respective Representatives) if it is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) that such applicable Purchaser Confidential Information is required in order to provide services to Purchaser or any of the applicable Acquired Companies. (d) The obligations Notwithstanding anything in this Article XI to the contrary, Purchaser hereby acknowledges that the terms of the parties under Section 11.2(b) and Section 11.3(c) this Article XI shall not apply restrict the use or retention by Seller or its Affiliates or their Representatives of Purchaser Confidential Information to the tax treatment extent the use or tax structure retention of the transactions contemplated such Purchaser Confidential Information is determined in good faith by this Agreement and each Party Seller (and any employee, Representative, or agent of any partyits Affiliates or its or their respective Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the of the transactions contemplated by this Agreement and all other materials of any kind (including opinions or other tax analysis) that are provided to a Party relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”). The preceding sentences are intended to cause the transactions contemplated by this Agreement not to be treated as having been offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (required in order to provide services to Purchaser or any successor provision) of the Treasury Regulations issued under the Code and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant to understanding the purported or claimed United States federal income tax treatment or tax structure of the transactions contemplated by this Agreement and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of Seller or Buyer, or any third parties involved in any of the transactions contemplated by this Agreement or the other Transaction DocumentsAcquired Companies.