Common use of Obligations After Closing Clause in Contracts

Obligations After Closing. After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

Obligations After Closing. After the Closing, Purchaser, the Companies and the CAC Subsidiaries, on the one hand, and SellerSellers, on the other hand, shall not, directly or indirectly, disclose, or permit any of its their respective Entity Representatives to disclose, to any third party (i) any of the financial terms and conditions of this Agreement or the Contemplated Transactions Transactions, (ii) in the case of Purchaser, any of the Excluded Assets that constitute records, data or other agreements or information or (iii) in the case of Sellers, the Records (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the prior written consent of the other PartiesParty; provided, however, that this Section 10.13(b9.11(b) shall not prevent disclosure disclosures of Confidential Information by a Party: (iA) pursuant to Section 10.13(c9.11(c) or Section 10.149.12; (iiB) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.149.12) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iiiC) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (ivD) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viiiE) to the extent necessary, to enforce this Agreement; (F) to the extent disclosure is required or advisable under any securities Law or listing requirement of any securities exchange applicable to such Party or any of its equity owners or its or their respective Affiliates; or (G) to the extent required under any contract; provided, however, that in each case of disclosure under clauses (iii), (iv), C) or (vD), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

Obligations After Closing. After the First Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions or any of the Second Closing Assets (until the Second Closing) or Excluded Assets that constitutes records, data or other agreements or information or, in the case of Seller, the Acquired Records or Acquired Data with respect to the First Closing Assets (and the Second Closing Assets after the Second Closing) (including all or any portion of the Base Purchase Price or Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure disclosures of Confidential Information by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this AgreementAgreement or (viii) to the extent required under any Acquired Contract or other contract; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

Obligations After Closing. After For a period of two years following the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided. Further, howeverfrom and after the Closing, that this Seller shall not use or disclose to any third party, and shall cause each of its Affiliates not to use or disclose to any third party, any Purchaser Confidential Information (including geological or geophysical data or any other Purchaser Confidential Information concerning or included in the Acquired Assets), and shall exercise commercially reasonable efforts to enforce, and cause any of its existing or future Affiliates to enforce, any agreements with their respective employees, independent contractors, consultants, representatives and agents relating to such Purchaser Confidential Information. This Section 10.13(b10.12(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c10.12(c) or Section 10.1410.13; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.1410.13) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledgeKnowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) by Purchaser to one or more potential purchasers of any of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to third Persons holding preferential rights to purchase or rights of consent or rights to receive notice that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to obtain waivers of such right or such consents or to provide such notice; or (ix) to the extent necessary, necessary to comply with its obligations under this Agreement or any of the Transaction Documents or to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by are provided with a copy of this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.