Common use of Mutual Covenants Regarding Confidentiality Clause in Contracts

Mutual Covenants Regarding Confidentiality. Except as required by Law (including Purchaser’s obligations under the Exchange Act), Purchaser, Company and Sellers shall each keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any information regarding the Purchaser, Company, and negotiations preceding this Agreement other than to its Representatives, and each will use such information solely in connection with the transactions contemplated by this Agreement, and if the transactions contemplated hereby are not consummated for any reason, each shall return to the other, without retaining any copies thereof, any schedules, documents or other written information obtained from the other in connection with this Agreement and the transactions contemplated hereby and shall cause all of its Representatives to whom it may have disclosed such information to do the same. Following the Closing, Sellers shall keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information and will not use such information for their own benefit or for the benefit of any other Person (other than Company and Purchaser) and shall cause all of their Representatives to do the same. Notwithstanding the foregoing limitations, no party to this Agreement shall be required to keep confidential or return any information that (i) is known or available through other lawful sources not bound by a confidentiality agreement with the disclosing party; (ii) is or becomes publicly known or generally known in the industry through no fault of the receiving party or its agents; (iii) is developed by the receiving party independently of the disclosure by the disclosing party; (iv) is requested or required to be disclosed pursuant to Law (including securities Laws of any jurisdiction and rules and regulations of any applicable stock exchange), provided the other parties are given reasonable prior notice or consent thereto; or (v) relates solely to the income tax aspects and consequences of the transactions contemplated by this Agreement.

Mutual Covenants Regarding Confidentiality. Except as required by Law (including Purchaser’s obligations under Prior to the Exchange Act)Closing, each of the Purchaser, the Seller and the Company Entities, and Sellers shall each following the Closing, the Seller, will each, and will cause their respective Affiliates and their respective Representatives, to keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any information regarding the Purchaserinformation, Company, and negotiations preceding this Agreement other than to its RepresentativesRepresentatives who have a need to know such information in connection with the transactions contemplated hereby, obtained by each with respect to the other in connection with this Agreement and the negotiations preceding this Agreement, including the amount of the Purchase Price (the “Confidential Information”) and each will use such information Confidential Information solely in connection with the transactions contemplated by this Agreement, and if the transactions contemplated hereby by this Agreement are not consummated for any reason, each shall will destroy or return to the other, without retaining any copies thereofthereof (except for information maintained in electronic back-up systems or as otherwise required by Law), any schedules, documents or other written information obtained from the other in connection with this Agreement Agreement, the negotiations preceding this Agreement, and the transactions contemplated hereby and shall will cause all of its Representatives to whom it may have disclosed such information to do the same. Following the Closing, Sellers shall keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information and will not use such information for their own benefit or for the benefit of any other Person (other than Company and Purchaser) and shall cause all of their Representatives to do the same. Notwithstanding the foregoing limitations, no party to this Agreement shall will be required to keep confidential or return any information Confidential Information that (ia) is known or available through other lawful sources not bound by a confidentiality agreement obligation, directly or indirectly, with the disclosing party; party or otherwise prohibited from disclosing such information, (iib) is or becomes publicly known or generally known in the industry through no fault of the receiving party or its agents; Representatives, (iiic) is developed by the receiving party independently of the disclosure by the disclosing party; party without reliance on the Confidential Information, (ivd) is requested or required to be disclosed pursuant to Law (including securities Laws of any jurisdiction and rules and regulations of any applicable stock exchange), provided the other parties are given reasonable prior notice or consent thereto; or thereto if permitted by Law, (ve) relates solely to the income tax Tax aspects and consequences of the transactions contemplated by this Agreement, (f) is disclosed in connection with such Person’s performance, enforcement and/or defense of any rights or obligations hereunder, or (g) is required to be disclosed in connection with the Transition Services Agreement, which such information will be disclosed subject to the confidentiality provisions therein.

Mutual Covenants Regarding Confidentiality. Except Prior to the Closing, the Confidentiality Agreement, dated as required of August 5, 2019, by Law and between Xxxxxx X. Xxxxx & Co. Incorporated, on behalf of the Company, and ICF Consulting Group, Inc., an Affiliate of the Purchaser (including Purchaser’s obligations under the Exchange Act“Confidentiality Agreement”), Purchasershall apply with respect to information furnished by the Company, Company the Sellers, or their Representatives thereunder or hereunder. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section 5.6 shall nonetheless continue in full force and effect. From and after the Closing, the Sellers shall each will keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any information obtained by the Sellers in connection with this Agreement, including information regarding the Purchaser, Company, and negotiations preceding of this Agreement and the amount of the Purchase Price, other than to its RepresentativesRepresentatives who have a need to know such information (the “Confidential Information”), and each will use such information Confidential Information solely in connection with the transactions contemplated by this Agreement, and if the transactions contemplated hereby are not consummated for any reason, each shall return to the other, without retaining any copies thereof, any schedules, documents or other written information obtained from the other in connection with this Agreement and the transactions contemplated hereby and shall cause all of its Representatives to whom it may have disclosed such information to do the same. Following the Closing, Sellers shall keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information and will not use such information for their own benefit or for the benefit of any other Person (other than Company and Purchaser) and shall cause all of their Representatives to do the same. Notwithstanding the foregoing limitationslimitations (but without modifying the Confidentiality Agreement), no party to this Agreement shall will be required to keep confidential or return any information that (ia) is known or available through other lawful sources not bound by a confidentiality agreement obligation, directly or indirectly, with the Purchaser or otherwise prohibited from disclosing party; such information, (iib) is or becomes publicly known or generally known in the industry through no fault of the receiving party Sellers or his, her or its agents; Representatives, (iiic) is developed by any Seller or the receiving party Purchaser, as applicable, independently of the disclosure by the disclosing party; party without reliance on the Confidential Information, (ivd) is requested or required to be disclosed pursuant to Law (including securities Laws of any jurisdiction and rules and regulations of any applicable stock exchange), provided the other parties are non-disclosing party is given reasonable prior notice or consent consents thereto; or , (ve) relates solely to the income tax Tax aspects and consequences of the transactions contemplated by this Agreement; (f) is disclosed in connection with the Purchaser’s or any Seller’s, as applicable, performance, enforcement and/or defense of any rights or obligations under this Agreement, the Transaction Documents or in connection with the transactions contemplated hereby or thereby or (g) is disclosed in connection with any Individual Seller’s duties as an employee of the Company or the Purchaser (if applicable).

Mutual Covenants Regarding Confidentiality. Except as required by Law (including Purchaser’s obligations under the Exchange Act), Purchaser, Merger Sub, Company and Sellers shall each keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any information regarding the Purchaser, Merger Sub, Company, and negotiations preceding this Agreement other than to its Representatives, and each will use such information solely in connection with the transactions contemplated by this Agreement, and if the transactions contemplated hereby are not consummated for any reason, each shall return to the other, without retaining any copies thereof, any schedules, documents or other written information obtained from the other in connection with this Agreement and the transactions contemplated hereby and shall cause all of its Representatives to whom it may have disclosed such information to do the same. Following Company shall cause Principal Stockholders, from and after the ClosingClosing Date, Sellers shall to keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information and will not use such information for their own benefit or for the benefit of any other Person (other than Company Company, Merger Sub and Purchaser) and shall cause all of their Representatives to do the same. Notwithstanding the foregoing limitations, no party to this Agreement shall be required to keep confidential or return any information that (i) is known or available through other lawful sources not bound by a confidentiality agreement with the disclosing party; (ii) is or becomes publicly known or generally known in the industry through no fault of the receiving party or its agents; (iii) is developed by the receiving party independently of the disclosure by the disclosing party; (iv) is requested or required to be disclosed pursuant to Law (including securities Laws of any jurisdiction and rules and regulations of any applicable stock exchange), provided the other parties are given reasonable prior notice or consent thereto; or (v) relates solely to the income tax aspects and consequences of the transactions contemplated by this Agreement.