Common use of Post-Closing Confidentiality Clause in Contracts

Post-Closing Confidentiality. (a) From and after the Closing, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Business, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From Xxxx agrees and acknowledges that, from and after the Closing, all of the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information Confidential Information solely relating to either any Acquired Entity or the Business, the Transferred Assets and the Assumed Liabilities Business (such information, the “Business Post-Closing Confidential Information”) will be proprietary to and owned by the Acquired Entities, and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidential; provided, that “Post-Closing Confidential Information” shall not include: (i) any information that is or has become generally available to the public (other than as a result of disclosure by Xxxx in breach of this Agreement or the Transaction Documents); (ii) any information that has been independently developed by Xxxx or its Representatives after the Closing entirely from sources other than the Post-Closing Confidential Information; and (iii) information made available after the Closing to Xxxx or its Representatives on a non-confidential basis by any third party not prohibited from disclosing such information by a legal obligation to any other Person. Notwithstanding the foregoing, Xxxx may disclose Post-Closing Confidential Information to the extent such disclosure is (x) required by Legal Requirement, or legal process, including pursuant to the rules or regulations of any national securities regulator or any listing agreement with, or the rules or regulations of, any national securities exchange or national quotation system on which any securities of Xxxx are listed or traded (including any periodic reports to shareholders required by SEC or NYSE rules or regulations) or (y) legally compelled to do so under the terms of a subpoena, order, civil investigative demand or similar process issued by a Governmental Authority. In the event the Company that Xxxx or any of its Subsidiaries Representative is requested or required by pursuant to written or oral question or request for information or documents in any judiciallegal proceeding, administrativeinterrogatory, legislative subpoena, civil investigative demand or regulatory body (a “Legal Process”) similar process to disclose any of the Business Post-Closing Confidential Information, Dole shall notify ITOCHU promptly of the Company request or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, requirement so that the Acquiror ITOCHU may seek a an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a)6.4. If, in the absence of a protective order or other remedy or the receipt of a waiver by hereunder, Xxxx or any Representative of Xxxx is, on the Acquiroradvice of counsel, the Company or such Subsidiary are nonetheless required by such Legal Process compelled to disclose Business any Post-Closing Confidential InformationInformation to any Governmental Authority, the Company Xxxx or any such Subsidiary Xxxx Representative may disclose to the applicable Governmental Entity only that portion of the Business such Post-Closing Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosedGovernmental Authority; provided, however, that the Company Dole or such Subsidiary Representative of Dole, as applicable, shall use its commercially reasonable best efforts to obtain assurances obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Post-Closing Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary disclosed as ITOCHU shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationdesignate.

Post-Closing Confidentiality. (a) From and after the ClosingClosing Date until the fourth (4th) anniversary thereof, the Company Equityholders’ Representative and each of the Sellers shall, and shall cause his, her or its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates to, keep confidential (except as may be disclosed to his, her or its Affiliates, attorneys, accountants, financial advisors or other representatives) and not use or disclose any non-public and all confidential information relating directly to Purchaser or the Acquired Businesses that remains in or comes into his, her or its possession after the Closing. The foregoing will not preclude the Equityholders’ Representative, the Sellers and the foregoing Persons from (a) disclosing such confidential information if compelled to disclose the same by judicial or administrative process or by other requirements of law (subject to the Businessfollowing sentence), (b) discussing, disclosing or using such confidential information if the Transferred Assets and same hereafter is in the Assumed Liabilities public domain (other than as a result of a breach of this Section 12.3), or (c) discussing, disclosing or using such informationconfidential information if the same is acquired from a Person that is not, to such discussing, disclosing or using Person’s knowledge, after reasonable inquiry, under an obligation to keep such information confidential. If the “Business Confidential Information”). In the event the Company Equityholders’ Representative or any of its Subsidiaries Seller is requested or required (by any judicialoral questions, interrogatories, requests for information or documents in legal, administrative, legislative arbitration or regulatory body (a “Legal Process”other formal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Business Confidential Informationsuch confidential information, the Company Equityholders’ Representative or such Subsidiary Seller, as applicable, shall provide the Acquiror with prompt prior written notice promptly notify Purchaser of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)12.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company Equityholders’ Representative or any Seller is required to disclose such information, the Equityholders’ Representative or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential InformationSeller, the Company or such Subsidiary as applicable, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary information that it believes in good faith it is legally required to be disclosed; provided, however, that disclose. Notwithstanding the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions first sentence of this Section 5.17(b). If12.3, in the absence Equityholders’ Representative and any Seller may only disclose such confidential information to those of a protective order its or his Affiliates, attorneys, accountants, financial advisors or other remedy or representatives (collectively, “Representatives”) if such Representative (i) needs to know such information and (ii) is subject to obligations of confidentiality that are no less stringent than those to which the receipt of a waiver by Equityholders’ Representative and the Company, the Acquiror or such Subsidiary Sellers are nonetheless required by such Legal Process subject to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose pursuant to the applicable Governmental Entity only that portion terms of this Section 12.3. The Equityholders’ Representative and the Company Confidential Information which counsel Sellers shall be liable to Purchaser for the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion breach of such Company Confidential Informationthis Section 12.3 by any of their Representatives.

Post-Closing Confidentiality. (a) From and after the Initial Closing, the Company Seller shall, and shall cause its Subsidiaries Affiliates (other than Purchaser and the Company Group) to, hold in strict confidence, and will not use to the detriment of Purchaser or any of its Affiliates, all confidential and proprietary information with respect to the Company Group. Without limiting the generality of the foregoing, Seller agrees, covenants and acknowledges that, from and after the Initial Closing Date, Seller shall not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates not to, keep disclose, give, sell, use, or otherwise divulge any confidential and not use any non-public or proprietary information relating with respect to the BusinessCompany Group (including any technology, process, trade secrets, know-how, other intellectual property rights, strategies, financial statements or other financial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, products, product specifications, designs, plans, data or ideas). Seller shall not distribute any information with respect to the Transferred Assets Company Group (including any confidential or secret information referred to in the next preceding sentence) to any of its Affiliates unless such Affiliate agrees in writing to be bound by the provisions of this Section 13.21. Notwithstanding the foregoing, Seller may disclose and use such information (i) if compelled to disclose the Assumed Liabilities same by judicial or administrative process or by other requirements of applicable Law (but subject to the following provisions of this Section 13.21) or such disclosure is necessary so that Seller not commit a violation of the rules of any securities exchange or is necessary or appropriate in connection with any legal proceeding, (ii) if the same currently is, or hereafter is, in the public domain through no fault of Seller or any of its Affiliates, (iii) if the same is later acquired by Seller from another source and Seller is not aware that such source is under an obligation to another Person to keep such information confidential, or (iv) if the same is independently developed by Seller without reference thereto or reliance thereon. If Seller or any of its Affiliates is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required applicable Person shall (unless expressly prohibited by any judicial, administrative, legislative or regulatory body (a “Legal Process”applicable Law) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek seek, at its expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)13.21. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company or such Subsidiary are disclosing Person nonetheless is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal, the Company or such Subsidiary disclosing Person, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary information that it is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationdisclose. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after the Closing, the Company shallSellers will, and shall will cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives each of their Affiliates which they control to, keep confidential hold in strict confidence and not use any non-public information relating to the Businessdetriment of Buyer and/or Seller or any of its Affiliates, all information with respect to the Transferred Assets Business and the Assumed Liabilities Purchased Assets. Without limiting the generality of the foregoing, Buyer and//or Sellers agree, covenant and acknowledge that, from and after the Closing Date, Buyer and/or Sellers will not, and will cause their Affiliates which they control not to, disclose, give, sell, use, or otherwise divulge any confidential or secret information (including but not limited to any trade secrets, know-how, strategies, financial statements or other financial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, plans, data or ideas). Notwithstanding the foregoing, Buyer and/or Sellers may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of Applicable Law, (ii) if the same currently is, or hereafter is, in the public domain through no fault of Buyer and/or Sellers, or (iii) if the same is later acquired by Buyer and/or Sellers from another source and Buyer and/or Sellers are not aware that such source is under an obligation to another Person to keep such information confidential. If Buyer and/or Sellers or any of their Affiliates (the “Disclosing Party”) are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror other party with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Buyer and/or Seller may seek seek, at its expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquirorother party, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the advice of counsel, is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal, the Company or such Subsidiary Disclosing Party, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationdisclose. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after the Closing, and subject to the Company rights and obligations of Seller and its Affiliates pursuant to Section 5.13, Seller shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, (A) maintain the confidentiality of confidential Licensed Retained IP with a level of confidentiality that is no less than Seller uses to protect its own confidential information of a similar type; and (B) keep confidential all confidential Business Assets and not use any non-public confidential information relating to the Business, the Transferred Assets and the Assumed Business Liabilities (such informationtogether with confidential Licensed Retained IP, the “Business Purchaser Confidential Information”). In , except (i) with the event prior written consent of Purchaser; (ii) to the Company extent necessary to comply with applicable Laws, including federal securities Laws, the valid order of a Court or any of its Subsidiaries is required by any judicialProceeding, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirementin which event, to the extent permitted by such Legal ProcessLaw, so that the Acquiror may seek a protective order or other appropriate remedy Proceeding, Seller shall notify Purchaser as promptly as practicable (and, if possible, prior to the making of such disclosure) and, to the extent lawful to do so, consult with Purchaser as to the timing, content and manner of such disclosure and to take possible steps to avoid or waive compliance limit disclosure; (iii) to the extent such Purchaser Confidential Information is available to the public through no fault of Seller or any Subsidiary of Seller; (iv) to the extent such Purchaser Confidential Information becomes available after the Closing Date to Seller or any of its Subsidiaries from a third Person who is under no confidential or fiduciary obligation to Purchaser or its Affiliates with respect to such Purchaser Confidential Information; (v) to the provisions of extent Seller can demonstrate that such Purchaser Confidential Information was independently developed by Seller or its Subsidiaries after the Closing Date without violating this Section 5.17(a5.18(a). If, ; (vi) to the extent such Purchaser Confidential Information is used in the absence enforcement of a protective order any of the rights of Seller or other remedy any of its Subsidiaries under this Agreement or the receipt Ancillary Agreements or in the defense of a waiver any Proceeding brought against Seller or one of its Subsidiaries; or (vii) to any Person who is engaged by Seller or any of its Affiliates solely for and on behalf of Seller or its Affiliates who is bound by appropriate obligations of confidentiality. The obligations of Seller pursuant to this Section 5.18(a) shall cease two (2) years following the AcquirorClosing, except that such obligations shall survive (i) for five (5) years following the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion Closing in respect of the Business Purchaser Confidential Information which counsel to that is proprietary information and know-how, and (ii) for thirty-five (35) years following the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, Closing in respect of trade secrets that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business constitute Purchaser Confidential Information. (b) From and after the Closing, and subject to the Acquiror rights and obligations of Purchaser and its Affiliates pursuant to Section 5.13, Purchaser shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its (and its Subsidiaries’ other Affiliates to the extent that such Affiliates are granted a license to or access to confidential information pursuant to Section 5.13(a) and Section 5.13(b) or are otherwise the beneficiaries of the Option pursuant to Section 5.13(c)) and Representatives to, keep confidential, all confidential Excluded Assets and not use any non-public confidential information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses Excluded Liabilities (other than the Business) (such information, the “Company Seller Confidential Information”). In , except (i) with the event prior written consent of Seller; (ii) to the Acquiror extent necessary to comply with applicable Laws, including federal securities Laws, the valid order of a Court or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential InformationProceeding, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirementin which event, to the extent permitted by such Legal ProcessLaw, so that the Company may seek a protective order or other Proceeding, Purchaser shall notify Seller as promptly as practicable (and, if possible, prior to the making of such disclosure) and, to the extent lawful to do so, consult with Seller as to the timing, content and manner of such disclosure and to take possible steps to avoid or limit disclosure; (iii) to the extent such Seller Confidential Information is available to the public through no fault of Purchaser or any Subsidiary of Purchaser; (iv) to the extent such Seller Confidential Information becomes available after the Closing Date to Purchaser or any of its Subsidiaries from a third Person who is under no confidential or fiduciary obligation to Seller or its Subsidiaries with respect to such Seller Confidential Information; (v) to the extent Purchaser can demonstrate that such Seller Confidential Information was independently developed by Purchaser or any of its Subsidiaries after the Closing Date without violating this Section 5.18(b); (vi) to the extent such Seller Confidential Information is used in the enforcement of any of the rights of Purchaser or any of its Subsidiaries under this Agreement or the Ancillary Agreements or in the defense of any Proceeding brought against Purchaser or one of its Subsidiaries; or (vii) to any Person who is (A) engaged by Purchaser or any of its Affiliates solely for and on behalf of Purchaser or its Affiliates (including to exercise their rights as set forth in Section 5.13(a) and Section 5.13(b) or are otherwise the beneficiaries of the Option pursuant to Section 5.13(c)); and (B) bound by appropriate remedy or waive compliance with obligations of confidentiality. The obligations of Purchaser pursuant to this Section 5.18(b) shall cease two (2) years following the Closing, except that such obligations shall survive for thirty-five (35) years following the Closing in respect of trade secrets that constitute Seller Confidential Information. (c) From and after the Closing, the provisions of this Section 5.17(b). If, in 5.18 shall supersede the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose Confidentiality Agreement with respect to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationsubject matter hereof.

Post-Closing Confidentiality. The parties agree that, for a period of ten (10) years following the Closing Date: (a) From and after the Closing, the Company shallSeller will not, and shall will cause its Subsidiaries Affiliates not to, disclose, give, use, or otherwise divulge any Buyer's confidential or secret information, including with respect to the Businesses or the Subject Assets, and shall use its reasonable best efforts to (b) Buyer will not, and will cause its and its Subsidiaries’ other Representatives Affiliates not to, keep disclose, give, use or otherwise divulge any of Seller's confidential and information not use any non-public information relating related to the BusinessBusinesses or the Subject Assets, including in each case but not limited to any technology, process, trade secrets, know-how, other intellectual property rights, strategies, financial statements or other financial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, products, product specifications, designs, plans, data or ideas). Notwithstanding the Transferred Assets foregoing, a party may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of applicable Law or of any national securities exchange (but subject to the following provisions of this Section), (ii) if the same currently is, or hereafter is, in the public domain through no fault of such party, (iii) if the same is later acquired by such party from another source and such party is not aware that such source is under an obligation to another Person to keep such information confidential, or (iv) if the Assumed Liabilities same is independently developed by Affiliates of such party without any knowledge thereof. If such party or any of its Affiliates (the "Disclosing Party") is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror other party with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror other party may seek seek, at its expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquirorother party, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the advice of counsel, is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal, the Company or such Subsidiary Disclosing Party, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to disclose. The parties agree to give reasonable notice to its employees of the ongoing requirements of this Section. Notwithstanding the foregoing, neither party shall be disclosed; provided, however, that liable for damages for any inadvertent disclosure of any confidential or secret information of the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to other party where (a) the disclosed portion appropriate degree of such Business Confidential Information. care has been exercised and (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and such inadvertent disclosure does not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (Adversely Affect such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written party; provided that upon notice of such inadvertent disclosure it shall have been endeavored to correct the effects thereof and to prevent any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationfurther inadvertent disclosure.

Post-Closing Confidentiality. (a) From and after For a period of three (3) years following the Closing, the Company shall, Seller shall (and shall cause its Subsidiaries other Affiliates and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to) maintain the confidentiality of, keep confidential not use, and not use divulge to any Person any and all confidential, proprietary and non-public information relating to and materials, whether in written, verbal, graphic or other form, concerning the BusinessCompany, the Transferred Assets and the Assumed Liabilities including any confidential discussions or negotiations related thereto (such informationcollectively, the “Business Company Confidential Information”). In , except that neither Seller nor any of its Affiliates or Representatives shall have any obligation under this ‎Section 7.3 with respect to any Company Confidential Information that: (i) after the event date of this Agreement becomes generally available to the public other than through a breach by Seller, its Affiliates and Representatives of the obligations under this ‎Section 7.3; or (ii) is provided to Seller or any of its Affiliates after the Closing by a third party that was not bound by any duty of confidentiality to Purchaser, the Company or any of their respective Affiliates. Notwithstanding anything to the contrary herein, Seller shall (and shall direct its Subsidiaries is required by Affiliates and Representatives to) maintain the confidentiality of, not use, and not divulge to any judicialPerson any Company Confidential Information constituting a Trade Secret in accordance with applicable Law until such time as such information no longer constitutes a Trade Secret. Prior to the Closing, administrativeSeller shall provide and shall cause all its other Associated Persons to provide all confidential, legislative proprietary and non-public information and materials, whether in written, verbal, graphic or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Informationother form, concerning the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel their respective possession to the Company or such Subsidiary advises and, at the request of the Company after the Closing, destroy any such information and materials in their possession that is in written or such Subsidiary graphic form. (b) Notwithstanding the foregoing, Seller shall not be in breach of this ‎Section 7.3 as a result of any disclosure of Company Confidential Information (i) that is legally required to be disclosedor requested by applicable Law or by any Governmental Entity or under any subpoena, civil investigative demand or other similar process; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror Seller shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted legally permissible and reasonably practicable, give advance written notice of such compelled disclosure to Purchaser, and shall cooperate with Purchaser, as reasonably requested by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). IfPurchaser, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable connection with any efforts to obtain assurances that confidential treatment will be accorded to prevent or limit the disclosed portion scope of such Company Confidential Informationdisclosure, at Purchaser’s sole cost and expense, or (ii) to (A) any affiliated private equity, venture capital or similar funds that directly or indirectly control Seller or its Affiliates (and their respective affiliated or successor funds), (B) any existing and prospective investors in such funds or successor or affiliated funds or (C) any of their respective limited partners, lenders, Affiliates or tax, accounting or legal Representatives, in each case who agree, or otherwise have a duty, to keep such information confidential.

Post-Closing Confidentiality. (a) From and after the ClosingClosing Date, neither Seller nor any of its Affiliates (other than the Acushnet Companies) shall disclose or use any confidential information about the Acushnet Companies, the Company shallBuyer or their respective businesses, and assets or operations (including, without limitation, any confidential information provided or made available to Seller or any of its Affiliates after the Closing Date); provided, that such obligation shall cause not extend to any such confidential information that (a) is or becomes generally available to the public other than as a result of a disclosure by Seller or its Subsidiaries and shall use Affiliates after the Closing Date or (b) becomes available to Seller or any of its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any Affiliates on a non-public information relating to the Businessconfidential basis from a source other than Seller, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”)Buyer or their respective Affiliates. In the event the Company that Seller or any one of its Subsidiaries Affiliates (other than the Acushnet Companies) is requested or required by pursuant to written or oral question or request for information or documents in any judiciallegal proceeding, administrativeinterrogatory, legislative subpoena, civil investigation demand, or regulatory body (a “Legal Process”) similar process to disclose any such information, Seller will notify Buyer promptly of the Business Confidential Information, the Company request or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, requirement so that the Acquiror Buyer may seek a seek, at Buyer’s cost, an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a)7.10. If, in the absence of a protective order or other remedy or the receipt of a waiver by hereunder, Seller or its applicable Affiliate is, on the Acquiroradvice of counsel, the Company legally required, Seller or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary its applicable Affiliate may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosedinformation; provided, however, that the Company or such Subsidiary Seller shall use its commercially reasonable efforts to obtain assurances obtain, at the request of Buyer and at Buyer’s cost, an order or other assurance that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally information required to be so disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after the Closing, the Seller agrees that at no time shall it or any of its Affiliates divulge, publish or otherwise reveal to any Person, firm, corporation or other entity for any reason or purpose whatsoever, any confidential information of the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ business; except (i) as may be necessary for the Seller in connection with any Tax or other Representatives toaudit, keep confidential and not indemnification claim matter or any other such use any by Seller or its Affiliates to protect or enforce its interests; (ii) as it is or becomes available to the Seller on a non-public information relating to the Business, the Transferred Assets confidential basis by a third party and the Assumed Liabilities Seller and its Affiliates are not aware that such source has an obligation to maintain the confidentiality of such information; or (iii) as such information hereafter is in the public domain through no fault of the Seller or its Affiliates; or (iv) if the Seller or its Affiliate(s) are compelled to disclose the same by judicial or administrative process or by other requirements of law, except as provided in clause (iv) above, if the Seller or any of its Affiliates (the "Disclosing Party") is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror Buyer with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Buyer or the Company may seek a protective order or other appropriate remedy or (all at the Buyer's expenses) and/or waive compliance with the provisions of this Section 5.17(a)Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorBuyer, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the advice of counsel, is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Company or such Subsidiary Disclosing Party, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationdisclose. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after If the Closingtransactions contemplated by this Agreement are consummated, the Company shalland the Company Stockholder shall treat and hold as confidential any information concerning the Business and/or the affairs of the Company that is not already generally available to the public (the "Confidential Information"), refrain from using any of the Confidential Information except in connection with this Agreement or on behalf of the Buyer and its Affiliates, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating deliver promptly to the BusinessBuyer or destroy, at the Transferred Assets request and option of the Assumed Liabilities Buyer, all tangible embodiments (such informationand all copies) of the Confidential Information which are in his possession or under his control; provided that the Company Stockholder may disclose the Confidential Information to the extent necessary to complete federal, state or local personal income tax returns or to the “Business Confidential Information”)extent required to comply with applicable requirements of securities laws. In the event that the Company or the Company Stockholder is requested or required (by oral question or request for information or documents in any of its Subsidiaries is required by any judiciallegal proceeding, administrativeinterrogatory, legislative subpoena, civil investigative demand or regulatory body (a “Legal Process”similar process) to disclose any of the Business Confidential Information, the Company or such Subsidiary the Company Stockholder shall provide notify the Acquiror with prompt prior written notice Buyer promptly of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Buyer may seek a an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a9(e)(iii). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquirorhereunder, the Company or such Subsidiary are nonetheless required by such Legal Process the Company Stockholder is, on the advice of counsel, compelled to disclose Business any Confidential InformationInformation to any tribunal or else stand liable for contempt or other governmental sanctions, the Company or such Subsidiary the Company Stockholder may disclose the Confidential Information to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosedtribunal; provided, however, provided that the Company or such Subsidiary the Company Stockholder shall use its commercially reasonable efforts to obtain assurances obtain, at the request of Buyer, an order or other assurance that confidential treatment will shall be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that disclosed as the Acquiror or such Subsidiary Buyer shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationdesignate.

Post-Closing Confidentiality. (a) From and after Following the Closing, the Company confidentiality obligations of Purchaser under the Confidentiality Agreement with respect to information relating to the Acquired Assets and Assumed Liabilities shall terminate. Following the Closing, Seller shall, and shall cause its Subsidiaries controlled Affiliates and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives their officers, directors, employees, consultants, agents and advisors to, keep confidential and not use for its benefit or for the benefit of any non-public information relating other Person, any and all Bank Confidential Information. Without limiting the foregoing, except to the Businessextent Seller or its Affiliates deem necessary to comply with its obligations under applicable law or regulation or Tax or accounting requirements, Seller shall not, and shall cause its Affiliates not to, use any Bank Confidential Information for any purpose. The provisions of this Section 6.10 shall not be deemed to prohibit the Transferred Assets and disclosure or use by the Assumed Liabilities Seller of Bank Confidential Information that Seller or its Affiliates deem necessary (such informationa) to prepare or complete any required Tax Return or financial statements, (b) in connection with any reports, applications, statements, testimony, audits or other matter before or by a Governmental Entity, (c) to comply with any applicable laws or regulations, (d) to defend, resolve or settle any suit, claim, demand or other litigation, or in response to any summons or subpoena, or (e) to exercise or enforce its rights under this Agreement or any other Transaction Document. (b) Notwithstanding the “Business Confidential Information”). In the event the Company foregoing, if Seller or its Affiliates or any of its Subsidiaries their officers, directors, employees, consultants, agents or advisors (collectively, “Disclosing Party”) is requested or required (by any judicialoral questions, administrativeinterrogatories, legislative requests for information or regulatory body (a “Legal Process”documents, subpoena, civil investigative demand or similar process) to disclose any of the Business Bank Confidential Information, the Company or such Subsidiary shall Disclosing Party will provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent request or requirement as promptly as practicable (unless not permitted by such Legal Process, applicable law) so that the Acquiror Purchaser and/or Purchaser Bank may seek a protective order or other appropriate remedy and/or waive compliance with the foregoing provisions of this Agreement. The Disclosing Party will cooperate reasonably with Purchaser and/or Purchaser Bank in connection with Purchaser’s and/or Purchaser Bank’s efforts to seek such an order or waive remedy. If Purchaser and/or Purchaser Bank does not obtain such protective order or other remedy or waives the Disclosing Party’s compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror6.10, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity Disclosing Party will furnish only that portion of the Business Bank Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary that is legally required to be disclosed; providedrequired, however, that the Company or such Subsidiary shall use its commercially and will exercise reasonable efforts to obtain assurances assurance that confidential treatment will be accorded to the such disclosed portion information. Any disclosure made as permitted by this paragraph (c) shall not be a breach of such Business Confidential Informationthis Section 6.10. (bc) From and after Notwithstanding the Closingforegoing, the Acquiror shall, and Bank Confidential Information shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public include information relating that (i) is or becomes generally available to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (public other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror as a result of a disclosure by Seller or any of its Subsidiaries Affiliates in breach of this Agreement, or (ii) becomes available to Seller after the Closing Date on a non-confidential basis from a source other than Purchaser, provided that such source is required not, known to be bound by any Legal Process a confidentiality agreement or other contractual, legal or fiduciary obligation with respect to disclose any such information. (d) Seller acknowledges and agrees that due to the unique nature of the Company Bank Confidential InformationInformation there can be no adequate remedy at law for any breach of its obligations hereunder, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of that any such requirementbreach or threatened breach may result in irreparable harm to Purchaser, and therefore, that upon any such breach or any threat thereof, Purchaser will be entitled to appropriate equitable and injunctive relief from a court of competent jurisdiction without the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions necessity of this Section 5.17(b). Ifproving actual loss, in the absence addition to whatever remedies either of a protective order them might have at law or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationequity.

Post-Closing Confidentiality. (a) From and after the ClosingClosing Date, the Company shallSeller will, and shall will cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates to, keep confidential hold in strict confidence, and will not use any non-public information relating to the Businessdetriment of Purchaser or any of its Affiliates (including the Company), all information with respect to the Transferred Assets Company. Notwithstanding the foregoing, Seller may disclose or permit to be disclosed such information (i) if disclosure of the same is compelled by judicial or administrative process or by other requirements of law (but subject to the following provisions of this Section), (ii) if the same currently is in the public domain or hereafter is in the public domain through no fault of Seller or (iii) if the same is later acquired by Seller from another source and Seller is not aware after due inquiry that such source is under an obligation to another Person to keep such information confidential. If Seller or any of Seller’s Affiliates (the Assumed Liabilities “Disclosing Party”) is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the written advice of counsel, is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Company or such Subsidiary Disclosing Party, without liability of Seller hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to disclose. Seller acknowledges and agrees that money damages would not be disclosed; providedan adequate remedy for any breach of its agreements contained in this Section 4.1(c) and that in addition to any other remedies available to Purchaser, however, that the Company or such Subsidiary Purchaser shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded entitled to the disclosed portion remedies of such Business Confidential Information. (b) From injunction, specific performance and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use equitable relief for any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror threatened or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions actual breach of this Section 5.17(b4.1(c). If, in Notwithstanding anything herein to the absence of a protective order or other remedy or the receipt of a waiver by the Companycontrary, the Acquiror or such Subsidiary are nonetheless required transactions contemplated hereby and this Agreement may be disclosed by such Legal Process to disclose Company Confidential Information, Seller in filings made by Seller with the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential InformationSecurities and Exchange Commission.

Post-Closing Confidentiality. (a) From and after Following the Closing, the Company Seller shall, and shall cause its Subsidiaries Affiliates and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives their officers, directors, employees, consultants, agents and advisors to, keep confidential and not use for its benefit or for the benefit of any non-public other Person, any and all Bank Confidential Information. (b) Notwithstanding the foregoing, if Seller or its Affiliates or any of their respective officers, directors, employees, consultants, agents or advisors (collectively, “Disclosing Party”) is requested or required (by oral questions, interrogatories, requests for information relating or documents, subpoena, civil investigative demand or similar process) to the Business, the Transferred Assets and the Assumed Liabilities (disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall Disclosing Party will provide the Acquiror Bank with prompt prior written notice of any such requirement, to the extent request or requirement as promptly as practicable (unless not permitted by such Legal Process, applicable Law based on advice of counsel) so that the Acquiror Bank may seek a protective order or other appropriate remedy and/or waive compliance with the foregoing provisions of this Agreement. The Disclosing Party will cooperate reasonably with the Bank in connection with the Bank’s efforts to seek such an order or waive remedy; provided, however, that all costs and expenses of the Disclosing Party incurred in connection with the performance of its obligations under this Section 5.6 shall be borne by the Bank. If the Bank does not obtain such protective order or other remedy, or the Bank waives the Disclosing Party’s compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror5.6, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity Disclosing Party will furnish only that portion of the Business applicable confidential information that is legally required, and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed information. (c) Notwithstanding the foregoing, the Bank Confidential Information which counsel shall not include information that (i) is or becomes generally available to the Company public other than as a result of a disclosure by Seller or any of its Affiliates or such other Persons in breach of this Agreement, or (ii) becomes available to Seller after the Closing Date on a non-confidential basis from a source other than the Bank or a Subsidiary advises of the Company or such Subsidiary is legally required to be disclosedBank; provided, however, that the Company such source is not known after due inquiry to be bound by a confidentiality agreement or other contractual, legal or fiduciary obligation with respect to such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationinformation. (bd) From Seller acknowledges and after agrees that due to the Closingunique nature of the Bank Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow Seller, its Affiliates or third parties to unfairly compete with the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its Bank and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating resulting in irreparable harm to the Company, its Subsidiaries and the Company’s Bank and its Subsidiaries’ businesses (other than the Business) (, and therefore, that upon any such informationbreach or any threat thereof, the “Company Confidential Information”). In Bank will be entitled to seek appropriate equitable and injunctive relief from a court of competent jurisdiction without the event the Acquiror or any necessity of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). Ifproving actual loss, in the absence addition to whatever remedies either of a protective order them might have at law or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationequity.

Post-Closing Confidentiality. (a) From and after the Closing, the Company shallSellers will, and shall will cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives toeach of their Affiliates, keep confidential hold in strict confidence and not use any non-public information relating to the Businessdetriment of Purchaser or any of its Affiliates, all information with respect to the Transferred Assets Iodine Therapy and the Assumed Liabilities Specified Assets. Without limiting the generality of the foregoing, Sellers agree, covenant and acknowledge that, from and after the Closing Date, Sellers will not, and will cause their Affiliates not to, disclose, give, sell, use, or otherwise divulge any confidential or secret information related to the Specified Assets (including but not limited to any technology, process, trade secrets, know-how, other intellectual property rights, strategies, financial statements or other financial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, products, product specifications, designs, plans, data or ideas). Notwithstanding the foregoing, Sellers may disclose such information (i) if compelled to disclose the same by an Authority due to a Legal Requirement, or (ii) if the same currently is, or hereafter is, in the public domain through no fault of Sellers. If Sellers or any of their Affiliates (the "Disclosing Party") is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek seek, at its expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)2.12. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the advice of counsel, is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal, the Company or such Subsidiary Disclosing Party, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationdisclose. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after the Closing, the Company shallSellers and Wind Down Co. will, and shall will cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives their respective Affiliates to, keep confidential hold in strict confidence, and will not use to the detriment of Buyer or any of its Affiliates, all non-public information relating with respect to the Business, the Transferred Acquired Assets and or the Assumed Liabilities Liabilities. Notwithstanding anything to the contrary contained herein, any Seller or Wind Down Co. may disclose such information (a) if such informationSeller or Wind Down Co. is compelled to disclose the same by judicial or administrative process or by other requirements of law (but subject to the following provisions of this Section 5.18), (b) if the “Business Confidential Information”). In same currently is in the event public domain or hereafter is in the Company public domain through no fault of such Seller or Wind Down Co. or any of its Subsidiaries Affiliates or (c) if the same is later acquired by such Seller or Wind Down Co. or any of its Affiliates from another source that is not under an obligation to another Person to keep such information confidential, or (d) if necessary in connection with the administration of the Bankruptcy Cases and the wind-down of the Sellers’ estates. If any Seller, Wind Down Co. or any of its Affiliates (the “Disclosing Party”) becomes legally required (by any judicialinterrogatories, administrativerequests for information or documents in legal proceedings, legislative subpoena, civil investigative demand, rule of civil procedure or regulatory body (a “Legal Process”other similar process) to disclose any of the Business Confidential Informationsuch non-public confidential information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror Buyer with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, requirement so that the Acquiror Buyer may seek seek, at Buyer’s sole cost and expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)5.18. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorBuyer, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the written advice of outside counsel, is required by such Legal Process to disclose Business Confidential Informationsuch non-public confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Company or such Subsidiary Disclosing Party, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to disclose. Each of the Sellers and or Wind Down Co. acknowledges and agrees that money damages would not be disclosed; providedan adequate remedy for any breach of its agreements contained in this Section 5.18 and that in addition to any other remedies available to Buyer, however, that the Company or such Subsidiary Buyer shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded entitled to the disclosed portion remedies of such Business Confidential Information. (b) From injunction, specific performance and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use equitable relief for any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror threatened or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions actual breach of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information5.18.

Post-Closing Confidentiality. (a) From and after Following the Closing, the Company confidentiality obligations of Purchaser under the Confidentiality Agreement with respect to information relating to the Acquired Assets and Assumed Liabilities shall terminate. Following the Closing, Seller shall, and shall cause its Subsidiaries controlled Affiliates and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives their officers, directors, employees, consultants, agents and advisors to, keep confidential and not use for its benefit or for the benefit of any non-public information relating other Person, any and all Bank Confidential Information. Without limiting the foregoing, except to the Businessextent Seller or its Affiliates deem necessary to comply with its obligations under applicable law or regulation or Tax or accounting requirements, Seller shall not, and shall cause its Affiliates not to, use any Bank Confidential Information for any purpose. The provisions of this Section 6.7 shall not be deemed to prohibit the Transferred Assets and disclosure or use by the Assumed Liabilities Seller of Bank Confidential Information that Seller or its Affiliates deem necessary (such information1) to prepare or complete any required Tax Return or financial statements, (2) in connection with any reports, applications, statements, testimony, audits or other matter before or by a Governmental Entity, (3) to comply with any applicable laws or regulations, (4) to defend, resolve or settle any suit, claim, demand or other litigation, or in response to any summons or subpoena, or (5) to exercise or enforce its rights under this Agreement or any other Transaction Document. (b) Notwithstanding the “Business Confidential Information”). In the event the Company foregoing, if Seller or its Affiliates or any of its Subsidiaries their officers, directors, employees, consultants, agents or advisors (collectively, “Disclosing Party”) is requested or required (by any judicialoral questions, administrativeinterrogatories, legislative requests for information or regulatory body (a “Legal Process”documents, subpoena, civil investigative demand or similar process) to disclose any of the Business Bank Confidential Information, the Company or such Subsidiary shall Disclosing Party will provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent request or requirement as promptly as practicable (unless not permitted by such Legal Process, applicable law) so that the Acquiror Purchaser may seek a protective order or other appropriate remedy and/or waive compliance with the foregoing provisions of this Agreement. The Disclosing Party will cooperate reasonably with Purchaser in connection with Purchaser’s efforts to seek such an order or waive remedy. If Purchaser does not obtain such protective order or other remedy or waives the Disclosing Party’s compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror6.7, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity Disclosing Party will furnish only that portion of the Business Bank Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary that is legally required to be disclosed; providedrequired, however, that the Company or such Subsidiary shall use its commercially and will exercise reasonable efforts to obtain assurances assurance that confidential treatment will be accorded to the such disclosed portion information. Any disclosure made as permitted by this paragraph (c) shall not be a breach of such Business Confidential Informationthis Section 6.7. (bc) From and after Notwithstanding the Closingforegoing, the Acquiror shall, and Bank Confidential Information shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public include information relating that (i) is or becomes generally available to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (public other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror as a result of a disclosure by Seller or any of its Subsidiaries Affiliates in breach of this Agreement, or (ii) becomes available to Seller after the Closing Date on a non-confidential basis from a source other than Purchaser, provided, that such source is required not, known to be bound by any Legal Process a confidentiality agreement or other contractual, legal or fiduciary obligation with respect to disclose any such information. (d) Seller acknowledges and agrees that due to the unique nature of the Company Bank Confidential InformationInformation there can be no adequate remedy at law for any breach of its obligations hereunder, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of that any such requirementbreach or threatened breach may result in irreparable harm to Purchaser, and therefore, that upon any such breach or any threat thereof, Purchaser will be entitled to appropriate equitable and injunctive relief from a court of competent jurisdiction without the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions necessity of this Section 5.17(b). Ifproving actual loss, in the absence addition to whatever remedies either of a protective order them might have at law or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationequity.

Post-Closing Confidentiality. (a) From and after the ClosingClosing Date until the fifth (5th) anniversary thereof, Seller shall keep confidential (except as may be disclosed to its Representatives pursuant to the terms hereof) and not use or disclose any and all confidential information relating to Purchaser, the Company shall, and shall cause or the Acquired Business that remains in or comes into its Subsidiaries and shall use its reasonable best efforts possession after the Closing. The foregoing will not preclude Seller from (a) disclosing such confidential information if compelled to cause its and its Subsidiaries’ disclose the same by judicial or administrative process or by other Representatives to, keep confidential and not use any non-public information relating requirements of law (subject to the Businessfollowing sentence), (b) discussing or using such confidential information if the Transferred Assets and same hereafter is in the Assumed Liabilities public domain (other than as a result of a breach of this Section 10.2), or (c) discussing or using such informationconfidential information if the same is acquired after the Closing Date from a Person that is not, the “Business Confidential Information”)to Seller’s knowledge, after reasonable inquiry, under an obligation to keep such information confidential. In the event the Company If Seller is requested or any of its Subsidiaries is required (by any judicialoral questions, interrogatories, requests for information or documents in legal, administrative, legislative arbitration or regulatory body (a “Legal Process”other formal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Business Confidential Informationsuch confidential information, the Company or such Subsidiary Seller shall provide the Acquiror with prompt prior written notice promptly notify Purchaser of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)10.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company or such Subsidiary are nonetheless Seller is required by such Legal Process to disclose Business Confidential Informationsuch information, the Company or such Subsidiary Seller, without Liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary information that it believes in good faith it is legally required to be disclosed; provideddisclose. Notwithstanding the first sentence of this Section 10.2, howeverSeller may only disclose such confidential information to those of its Affiliates, that attorneys, accountants, financial advisors or other representatives (collectively, “Representatives”) if such Representative (i) needs to know such information and (ii) agrees to maintain the Company or confidentiality of such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded information pursuant to the disclosed portion terms of such Business Confidential Information. (b) From and after this Section 10.2. Seller shall be liable to Purchaser for the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or breach of this Section 10.2 by any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential InformationRepresentatives.

Post-Closing Confidentiality. (a) From and after the ClosingEffective Time and until the fifth anniversary thereof, the Company shall, and Stockholder shall cause its Subsidiaries keep confidential and shall use its reasonable best efforts to cause its affiliates, agents, advisors and its Subsidiaries’ other Representatives torepresentatives, and their respective officers, directors or employees (the "Representatives) to keep confidential and all information of Parent, the Purchaser, the Company or their respective Subsidiaries that has been acquired by the Stockholder through activities carried out by it on behalf of the Company or otherwise, including but not use any non-public limited to information relating to pricing, technologies, trade secrets, processes, customers, suppliers, financial data, statistics, or research and development (collectively, "Information"); provided, that the Businessforegoing shall not apply to information that (i) is or hereafter becomes generally available to the public other than as a result of a disclosure by the Stockholder or any Representative, (ii) is hereafter disclosed to the Transferred Assets Stockholder or its Representatives by a third party who is not in default of any confidentiality obligation to Parent or the Company, (iii) is reasonably required to be submitted by the Stockholder or any Representative to any Governmental Entity, including in connection with any action, suit or proceeding, (iv) is provided by the Stockholder under confidentiality terms and conditions for the Assumed Liabilities benefit of the Company, substantially similar to those confidentiality arrangements set forth in the Confidentiality Agreement and with a term of at least five years from the date hereof, (x) to third parties for consulting, accounting, legal and similar purposes, or (y) to prospective purchasers of the Stockholder or of all or any portion of the securities or assets of the Stockholder to the extent considered reasonably necessary by the Stockholder to facilitate such informationpurchase, (v) is necessary, in the “Business Confidential Information”). In Stockholder's reasonable judgment, to disclose in order to assert or defend any claim against (or made by) any insurer or other Person, provided that prior notice of such disclosure is provided to Parent, (vi) is or was independently developed by the event the Company Stockholder or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the BusinessCompany and its Subsidiaries) (such information, the “Company Confidential Information”). In the event the Acquiror or Representatives without any use or knowledge of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary (vii) is legally required to be disclosed; provideddisclosed by the Stockholder or any Representative in compliance with applicable laws or regulations or order by a Governmental Entity, however, provided that in the event that the Acquiror Stockholder or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.any Representative is requested by any Governmental

Post-Closing Confidentiality. (a) From and For a period of 5 years after the ClosingClosing Date, the Company shallParent and Seller shall and shall cause RII, and shall cause its Subsidiaries their respective officers, directors, employees, affiliates, agents, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives representatives to, keep confidential hold in confidence (and not release or disclose to any Person other than H&C, H&C America, and Purchaser and their respective authorized representatives) and not use for any non-public purpose any (i) proprietary or other information regarding H&C, H&C America, Purchaser, or any of their respective affiliates described to Seller or Parent or any of the other foregoing persons in connection with the negotiation or preparation of this Agreement or otherwise in connection with the transactions contemplated hereby or (ii) proprietary or other information relating to the Business, Purchased Assets or the Transferred Assets and Business that remains after the Assumed Liabilities (such information, Closing in the “Business Confidential Information”). In the event the Company possession of Parent or Seller or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Informationother foregoing persons. Notwithstanding the foregoing, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions confidentiality obligations of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process 9.7(a) shall not apply to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary (x) is legally required to be disclosed; provideddisclosed by Law or pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (provided Parent or Seller provides H&C, howeverH&C America, that the Company and Purchaser with reasonable prior notice thereof), or such Subsidiary shall use its commercially reasonable efforts (y) which can be shown to obtain assurances that confidential treatment will be accorded have been generally available to the disclosed portion public otherwise than as a result of such Business Confidential Informationa breach of this Section 9.7(a). (b) From and For a period of 5 years after the ClosingClosing Date, Purchaser, H&C America, and H&C shall and shall cause the Acquiror shallAcquired Subsidiaries to, and shall cause its Subsidiaries their respective officers, directors, employees, affiliates, agents, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives representatives to, keep confidential hold in confidence (and not release or disclose to any Person other than Parent or Seller and their authorized representatives) and not use for any non-public purpose any proprietary or other information regarding Parent or Seller or any of their respective Affiliates (other than any of the Acquired Subsidiaries or any information relating to the CompanyPurchased Assets or Assumed Liabilities) disclosed to Purchaser, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such informationH&C America, the “Company Confidential Information”). In the event the Acquiror H&C, or any of its Subsidiaries is required by any Legal Process to disclose any the other foregoing persons in connection with the negotiation or preparation of this Agreement or otherwise in connection with the Company Confidential Informationtransactions contemplated hereby. Notwithstanding the foregoing, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions confidentiality obligations of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process 9.7(b) shall not apply to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary (x) is legally required to be disclosed; provideddisclosed pursuant to Law or an order or request of a judicial authority or Governmental Entity having competent jurisdiction (provided Purchaser, howeverH&C, that the Acquiror or such Subsidiary shall use its commercially H&C America provides Parent and Seller with reasonable efforts prior notice thereof), or (y) which can be shown to obtain assurances that confidential treatment will be accorded have been generally available to the disclosed portion public otherwise than as a result of such Company Confidential Informationa breach of this Section 9.7(b).

Post-Closing Confidentiality. (a) From The terms of the Confidentiality Agreement shall continue in full force and after effect, except that the obligations in the Confidentiality Agreement applicable to the Buyer, its Affiliates and its and their representatives solely with respect to information about the Company, its Subsidiaries or the Acquired Business will terminate at Closing. For a period commencing on the Closing Date and continuing for a period of two years from the Closing Date, the Company Seller and its Affiliates shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives their representatives to, keep confidential and not use for any purpose all information to the extent relating to the Company and its Subsidiaries, the Acquired Business and the assets thereof (other than information that (a) is or becomes available to the public other than as a result of a breach of this Section 6.18 or (b) is or becomes available to the Seller, its Affiliates or any of their respective Representatives from third parties on a non-confidential basis); provided that Seller and its representatives may disclose such information if required by judicial or administrative process or by any other requirements of applicable Law. If the Seller, any of its Affiliates or any of its or their representatives are required by applicable Law to disclose non-public information relating to the Businessinformation, the Transferred Assets Seller shall: (x) if and as may be requested by the Assumed Liabilities (Buyer at the Buyer’s sole cost and expense, take all reasonable steps to preserve the confidentiality of such information, including requesting that such information not be disclosed to the “Business Confidential Information”)public; (y) to the extent permissible under applicable Law, give the Buyer prompt written notice of such request or requirement so that the Buyer may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (z) cooperate with the Buyer, at the Buyer’s sole cost and expense, to obtain such protective order. In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or that such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiroris obtained, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary information that is legally required to be disclosed may be disclosed; provided, however, that and the Company or such Subsidiary Seller shall use its commercially reasonable efforts to obtain assurances that seek confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationinformation. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after Following the Closing, the confidentiality obligations of Purchaser under the Confidentiality Agreement with respect to information relating to the Company, the Company Subsidiaries and the Business shall terminate. (b) Following the Closing, Seller shall, and shall cause its Subsidiaries Affiliates and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives their officers, directors, employees, consultants, agents and advisors to, keep confidential and not use for its benefit or for the benefit of any non-public other Person, any and all Company Confidential Information. Notwithstanding the foregoing, if Seller or its Affiliates or any of their respective officers, directors, employees, consultants, agents or advisors (collectively, “Disclosing Party”) is requested or required (by oral questions, interrogatories, requests for information relating or documents, subpoena, civil investigative demand or similar process) to the Business, the Transferred Assets and the Assumed Liabilities (disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall Disclosing Party will provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent request or requirement as promptly as practicable (unless not permitted by such Legal Process, applicable law) so that the Acquiror such Purchaser may seek a protective order or other appropriate remedy and/or waive compliance with the foregoing provisions of this Agreement. The Disclosing Party will cooperate reasonably with Purchaser in connection with Purchaser’s efforts to seek such an order or waive remedy. If Purchaser does not obtain such protective order or other remedy, or Purchaser waives the Disclosing Party’s compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror6.9, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity Disclosing Party will furnish only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary applicable confidential information that is legally required to be disclosed; providedrequired, however, that the Company or such Subsidiary shall use its commercially and will exercise reasonable efforts to obtain assurances assurance that confidential treatment will be accorded to the such disclosed portion of such Business Confidential Informationinformation. (bc) From and after Notwithstanding the Closingforegoing, the Acquiror shall, and Company Confidential Information shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public include information relating that (i) is or becomes generally available to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (public other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror as a result of a disclosure by Seller or any of its Subsidiaries Affiliates or such other Persons in breach of this Agreement, or (ii) becomes available to Seller after the Closing Date on a non-confidential basis from a source other than the Company or a Company Subsidiary; provided that such source is required not, after reasonable inquiry, known to be bound by any Legal Process a confidentiality agreement or other contractual, legal or fiduciary obligation with respect to disclose any such information. (d) Seller acknowledges and agrees that due to the unique nature of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice there can be no adequate remedy at law for any breach of its obligations hereunder, that any such requirementbreach or threatened breach may allow Seller, its Affiliates or third parties to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance unfairly compete with the provisions Purchaser or its Affiliates, resulting in irreparable harm to Purchaser and its Affiliates, and therefore, that upon any such breach or any threat thereof, Purchaser will be entitled to appropriate equitable and injunctive relief from a court of this Section 5.17(b). Ifcompetent jurisdiction without the necessity of proving actual loss, in the absence addition to whatever remedies either of a protective order them might have at law or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationequity.

Post-Closing Confidentiality. (a) From Subject to the requirements of Applicable Law, Purchaser will keep confidential, and after will cause its Representatives to keep confidential, all information and documents obtained pursuant to the Transaction Documents in accordance with the terms and conditions of that certain letter agreement, dated April 8, 2013, between Hatteras Capital Investment Management, LLC and AR Capital, LLC (the “Confidentiality Agreement”). (b) Upon the Closing, Purchaser’s obligations under this Section 6.11 and the Confidentiality Agreement shall automatically terminate. Upon the Closing Date and continuing thereafter, the Hatteras Sellers shall treat and hold confidential all information related to the past, present or potential future operation of the Business or the Assets (including information of a business, technical, manufacturing, sales, legal, marketing, scientific, or financial nature) (collectively “Confidential Information”), and shall refrain from disclosing any Confidential Information to any third parties and from using any of the Confidential Information except (i) as necessary to perform their obligations under this Agreement and exercise their rights under the Transaction Documents, (ii) as required by any Applicable Law or Order and (iii) with respect to disclosure of Confidential Information only, as required by any contractual obligation pursuant to a Business Contract in effect on the date of this Agreement and listed on Schedule 6.11(b)(iii). Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (A) is generally available to the public as of the date of this Agreement and as of the Closing Date or (B) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder. The Hatteras Sellers shall further deliver promptly to Purchaser (or destroy at the request and option of Purchaser) all tangible embodiments (and all copies) of Confidential Information in a Hatteras Seller’s possession. Prior to the Closing, the Company shallHatteras Sellers shall not, and shall cause the Principals not to, make any statements or take any actions that intentionally disparage or would reasonably be expected to harm the reputation or goodwill of Purchaser or its Affiliates. Prior to the Closing, Purchaser shall not, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates not to, keep confidential make any statements or take any actions that intentionally disparage or would reasonably be expected to harm the reputation or goodwill of the Hatteras Sellers of their Affiliates. (c) Each Party acknowledges and agrees that money damages would not use be an adequate remedy for any non-public information relating breach of its covenants and agreements contained in this Section 6.11 and that, in addition to any other remedies available to any other Party, such other Party shall be entitled to the Businessremedies of injunction, the Transferred Assets specific performance and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event the Company other equitable relief for any threatened or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions actual breach of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information6.11. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) a. From and after the Closing, the Company Seller shall, and shall cause its Subsidiaries Affiliates, including Icagen-T, to, and shall use its reasonable best efforts to cause instruct its and its Subsidiaries’ other their respective Representatives to, keep confidential hold in confidence any and not use any all confidential, proprietary and non-public information relating to and materials, whether in written, verbal, graphic or other form, concerning Buyer, its Affiliates, the Business, Business or the Transferred Assets and the Assumed Liabilities (such informationcollectively, the “Business Confidential Information”). In , except that Seller shall not have any obligation under this Section 6.6 with respect to any Business Confidential Information that (i) after the event date of this Agreement becomes generally available to the Company public other than through a breach by Seller, any of its Affiliates or any of its Subsidiaries or their respective Representatives of their respective obligations under this Section 6.6, or (ii) is provided to Seller or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Buyer. b. From and after the Closing, Seller shall not, and shall cause its Affiliates not to, and shall instruct its and their respective Representatives not to, use any Business Confidential Information except as permitted by Section 6.6(a) above or as expressly authorized in writing by Buyer. Seller shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, take the same degree of care to protect the Business Confidential Information that such Person uses to protect its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. c. Notwithstanding the foregoing, Seller shall not be in breach of this Section 6.6 as a result of any disclosure of Business Confidential Information that is required by applicable Law or that is required by any judicialGovernmental Entity or under any subpoena, administrativecivil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over Seller; provided, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Informationhowever, the Company or such Subsidiary shall provide the Acquiror with prompt prior written that Seller shall, if legally permitted, give advance notice of such compelled disclosure to Buyer, and shall cooperate with Buyer in connection with any efforts to prevent or limit the scope of such requirementdisclosure; and 4826-7940-7793v12/101501-0066 provided further, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to Seller shall disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the such Business Confidential Information which Seller is advised by its counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed. d. Seller agrees to accept responsibility for any breach of this Section 6.6 by any of its Affiliates or any of its or its Affiliates’ respective Representatives. e. From and after the Closing, Buyer shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Seller other than the Business and the Transferred Assets, its Affiliates, its debt obligations (collectively, “Seller Confidential Information”), except that Buyer shall not have any obligation under this Section 6.6 with respect to any Seller Confidential Information that (i) after the date of this Agreement becomes generally available to the public other than through a breach by Buyer, any of its Affiliates or any of its or their respective Representatives of their respective obligations under this Section 6.6 or (ii) is provided to Buyer or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Seller. f. From and after the Closing, Buyer shall not, and shall cause its Affiliates not to, and shall instruct its and their respective Representatives not to, use any Seller Confidential Information except as permitted by Section 6.6(e) above or as expressly authorized in writing by Seller. Buyer shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, take the same degree of care to protect the Seller Confidential Information that such Person uses to protect its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. g. Notwithstanding the foregoing, Buyer shall not be in breach of this Section 6.6 as a result of any disclosure of Seller Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over Buyer; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion Buyer shall, if legally permitted, give advance notice of such Business Confidential Information. (b) From and after the Closing, the Acquiror shallcompelled disclosure to Seller, and shall cause its Subsidiaries and shall use its reasonable best cooperate with Seller in connection with any efforts to cause its prevent or limit the scope of such disclosure; and its Subsidiaries’ other Representatives toprovided further, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to that Buyer shall disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company such Seller Confidential Information which Buyer is advised by its counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror . h. Buyer agrees to accept responsibility for any breach of this Section 6.6 by any of its Affiliates or such Subsidiary shall use any of its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationor its Affiliates’ respective Representatives.

Post-Closing Confidentiality. For a period of five (a5) From years following the Closing Date, each party will treat and after the Closing, the Company shallhold, and shall cause its Subsidiaries and shall will use its commercially reasonable best efforts to cause its Affiliates and its Subsidiaries’ and their respective Representatives to treat and hold, in strict confidence from any Person (other Representatives to, keep confidential than any such Affiliates or Representative) all documents and not use information concerning the other party or any non-public information relating to the Business, the Transferred Assets and the Assumed Liabilities of its Affiliates (such information, the “Business including any Confidential Information”)) and shall refrain from using any of such documents and information unless (i) such documents or information can be shown to have been (A) in the public domain through no fault of such receiving party or (B) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential. In the event the Company that a party is requested or required pursuant to written or oral question or request for information or documents in any of its Subsidiaries is required by any judicial, administrative, legislative Proceeding or regulatory body (a “Legal Process”) similar process to disclose any such documents or information, such party will notify the other party promptly of the Business Confidential Information, the Company request or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, requirement so that the Acquiror other party may seek a an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a)8.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by hereunder, a party is, on the Acquiroradvice of counsel, the Company or such Subsidiary are nonetheless required by such Legal Process compelled to disclose Business Confidential Informationany such documents or information to any tribunal or else stand liable for contempt, the Company or then such Subsidiary party may disclose such documents or information to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosedtribunal; provided, however, that the Company or such Subsidiary it shall use its commercially reasonable efforts to obtain assurances obtain, at the request and expense of the other party, an order or other assurance that confidential treatment will be accorded to the disclosed such portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public documents or information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary disclosed as Purchaser shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded designate. Notwithstanding anything to the disclosed portion contrary in this Section, Seller, or its Affiliates, including Parent, may make public all information necessary to disclose this transaction, under the advice and guidance of counsel, to comply with all applicable laws and regulations, and may provide this Agreement for review to any third party financial advisor, consultant, tax advisor, potential acquirer, investor or financing source so long as the third party recipient has executed a confidentiality agreement, pursuant to a form of confidentiality agreement reasonably acceptable to Purchaser provided that Seller will notify Purchaser if any material modifications are made to such Company Confidential Informationform when executed, in connection with its review which prohibits the use of the information for competitive purposes or in any manner inconsistent with the terms of this Agreement.

Post-Closing Confidentiality. Holder hereby agrees for a period of two (a2) From years from and after the Closing, the Company shalldate hereof to, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other direct Holder’s Representatives to: (i) treat and hold in strict confidence any Company Confidential Information (as defined below), keep confidential and not use for any non-public information relating to purpose (except in connection with the Businessconsummation of the transactions contemplated by this Letter of Transmittal, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy Merger Agreement or the receipt of a waiver by the AcquirorTransaction Documents, the Company performing its obligations hereunder or such Subsidiary are nonetheless required by such Legal Process thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose third party any of the Company Confidential Information, Information without the Acquiror or such Subsidiary shall provide the Company with prompt Company’s and Parent’s prior written notice consent. As used in this Letter of any such requirementTransmittal, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose “Company Confidential Information” means all material and information relating to the business, affairs and assets of the Company or its subsidiaries, including material and information that concerns or relates to the Company or its subsidiaries’ bidding and proposal, technical, computer hardware or software, administrative, management, operational, data processing, financial, marketing, sales, human resources, business development, planning and/or other business activities, and information regarding genetic or other biological materials, gene sequences, cell lines, viruses, plasmids, vectors, compounds, protocols, assays and clinical trials, regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by the Company or its subsidiaries, or provided to the Company or its subsidiaries by their respective suppliers, service providers or customers; and (B) intended and maintained by the Company or its subsidiaries or their respective representatives, suppliers, service providers or customers to be kept in confidence. The obligations set forth in this Section 6 will not apply to any Company Confidential Information that: (i) is known or available through other lawful sources not known by Holder to be bound by a confidentiality agreement with, or other confidentiality obligation to, the Acquiror Company or its subsidiaries; (ii) is or becomes publicly known through no violation of this Letter of Transmittal or other non-disclosure obligation of Holder or any of Holder’s Representatives; (iii) is already in the possession of Holder at the time of disclosure, provided that such Subsidiary may information is not known to Holder to be subject to another confidentiality agreement or other confidentiality obligation; (iv) is independently developed by or for Holder or any of Holder’s Representatives without derivation from, reference to or reliance upon, or using in any manner, Company Confidential Information and without violating any of the confidentiality obligations under this Letter of Transmittal or (v) is required to be disclosed by applicable law, regulation, stock exchange rule or other market or reporting system, pursuant to an order of any administrative body or court of competent jurisdiction, or by other legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (provided that, with respect to this clause (v), (A) the Company is given reasonable prior written notice, (B) Holder cooperates (and directs Holder’s Representatives to cooperate), at the Company’s sole cost and expense, with any reasonable request of the Company to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, Holder and Holder’s Representatives will only disclose to the applicable Governmental Entity only that such portion of the Company Confidential Information which counsel that is expressly required by such order, as it may be subsequently narrowed). Notwithstanding the foregoing, in the event that Holder is already subject to confidentiality obligations to the Acquiror or Company which are in effect as of the Closing Date which provide that such Subsidiary advises confidentiality obligations are the Acquiror or sole confidentiality provisions with respect to the Company applicable to Holder, then those confidentiality obligations will apply to Holder in lieu of the provisions of this Section 6. Nothing in the Section 6 shall limit the right of the Holder to provide any information required by law to any tax authority and no notice of such Subsidiary is legally disclosure shall be required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded given to the disclosed portion of such Company Confidential InformationCompany.

Post-Closing Confidentiality. (a) From and after the Closing, the Company shallSeller will, and shall will cause its Subsidiaries respective Affiliates and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives representatives to, keep (a) treat and hold as strictly confidential all of the Confidential Information, (b) refrain from using any of the Confidential Information except in connection with the transactions contemplated hereunder, and not use any non-public information relating (c) deliver promptly to Buyer or destroy, at Buyer’s request and option, all tangible embodiments (and all copies) of the Confidential Information that are in the Seller’s or its Affiliates’ or representatives’ possession; provided, however, that notwithstanding clause (c), Seller may retain for tax and legal compliance purposes only, one copy of the Confidential Information (which, for the avoidance of doubt, will remain subject to the Business, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”other provisions of this Section 6.12). In the event the Company or If any of Seller or its Subsidiaries Affiliates or representatives is requested or legally required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, Seller will notify Buyer promptly of the Company request or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, requirement so that the Acquiror Buyer or its Affiliates may seek a an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a)hereof. If, in the absence of a protective order or other remedy or the receipt of a waiver by hereunder, Seller is, on the Acquirorwritten advice of counsel, the Company or such Subsidiary are nonetheless required by such Legal Process compelled to disclose Business any Confidential InformationInformation to any Governmental Entity or pursuant to a subpoena or other judicial or administrative process, the Company or such Subsidiary Seller may disclose the Confidential Information to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel extent required, but Seller shall permit Buyer a reasonable opportunity to the Company obtain, at Buyer’s or such Subsidiary advises the Company its Affiliate’s expense, an order or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances other assurance that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror disclosed as Buyer or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential InformationAffiliate designates.

Post-Closing Confidentiality. (a) From and after the Closing, the Company Seller shall, and shall cause its Subsidiaries Affiliates (other than Purchaser and the Company) to, hold in strict confidence, and will not use to the detriment of Purchaser or any of its Affiliates, all confidential and proprietary information with respect to the Company. Without limiting the generality of the foregoing, Seller agrees, covenants and acknowledges that, from and after the Closing Date, Seller shall not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates not to, keep disclose, give, sell, use, or otherwise divulge any confidential and or proprietary information (including any technology, process, trade secrets, know-how, other intellectual property rights, strategies, financial statements or other financial information not use otherwise publicly available, forecasts, operations, business plans, prices, discounts, products, product specifications, designs, plans, data or ideas). Seller shall not distribute any non-public information relating with respect to the BusinessCompany (including any confidential or secret information referred to in the next preceding sentence) to any of its Affiliates unless such Affiliate agrees in writing to be bound by the provisions of this Section 11.21. Notwithstanding the foregoing, Seller may disclose and use such information (i) if compelled to disclose the Transferred Assets same by judicial or administrative process or by other requirements of applicable Law (but subject to the following provisions of this Section 11.21) or such disclosure is necessary so that Seller not commit a violation of the rules of any securities exchange or is necessary or appropriate in connection with any legal proceeding, (ii) if the same currently is, or hereafter is, in the public domain through no fault of Seller or any of its Affiliates, (iii) if the same is later acquired by Seller from another source and Seller is not aware that such source is under an obligation to another Person to keep such information confidential, or (iv) if the Assumed Liabilities same is independently developed by Seller without reference thereto or reliance thereon. If Seller or any of its Affiliates is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required applicable Person shall (unless expressly prohibited by any judicial, administrative, legislative or regulatory body (a “Legal Process”applicable Law) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek seek, at its expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)11.21. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company or such Subsidiary are disclosing Person nonetheless is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal, the Company or such Subsidiary disclosing Person, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary information that it is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationdisclose. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) 3.1. From and after the Closing, the Company Covenantor shall, and shall cause its Subsidiaries Affiliates and shall use its reasonable best efforts to cause its and their respective representatives to, hold in confidence any and all information and materials, whether in written, verbal, graphic or other form, disclosed by or on behalf of the Company and its Subsidiaries’ other Representatives to, keep confidential and not use Parent or any non-public information relating to the Businessof their respective Affiliates (collectively, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In , except that Covenantor shall not have any obligation under this Section 3 with respect to any Confidential Information that: (i) after the event date of this Agreement becomes generally available to the Company public other than through a breach by Covenantor, any of its Affiliates or any of his, her or its or their respective representatives of their respective obligations under this Section 3 or (ii) is provided to such Covenantor or any of Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Parent, the Company and its Subsidiaries or any of their respective Affiliates. 3.2. Covenantor shall, and shall cause its Affiliates and its and their respective representatives to, take the same degree of care to protect the Confidential Information that such Person uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. 3.3. Notwithstanding the foregoing, Covenantor shall not be in breach of this Section 3 as a result of any disclosure of Confidential Information that is required by applicable Law or that is required by any judicialGovernmental Body or under any subpoena, administrativecivil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such holder; provided, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Informationhowever, the Company or that such Subsidiary Covenantor shall provide the Acquiror with prompt prior give advance written notice of such compelled disclosure to Parent, and shall cooperate with Parent in connection with any efforts to prevent or limit the scope of such requirementdisclosure; and provided further, to the extent permitted by that such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to Covenantor shall disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business such Confidential Information which such Covenantor is advised by its counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. 3.4. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Covenantor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) From and after the Closingis made in a complaint or other document filed in a lawsuit or other proceeding, the Acquiror shall, and shall cause if such filing is made under seal. 3.5. Such Covenantor agrees to accept responsibility for any breach of this Section 3 by any of its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror Affiliates or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationtheir respective Representatives.

Post-Closing Confidentiality. (a) From Except as otherwise provided herein, from and after the Closing, the Company Seller shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates to, keep confidential secret and retain in strictest confidence and not use any non-public information for the benefit of itself or others or disclose to anyone outside of Purchaser and its Affiliates, all confidential matters relating to the BusinessBusiness or the Purchased Assets, the Transferred Assets including “know how,” trade secrets, customer lists, supplier lists, details of consultant and the Assumed Liabilities employment contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, technical processes, designs and design projects, processes, inventions, software, source codes, object codes, systems documentation and research projects and other business affairs (such information, the “Business Confidential Information”), other than information that is or becomes generally available to the public other than as a result of disclosure by Seller or its Affiliates. In Notwithstanding the event foregoing, Seller may use Confidential Information that relates to aspects of Seller’s business operations other than the Company Business, even if such Confidential Information is also used in the Business, on condition that Seller (1) uses the same care and discretion to avoid disclosure, publication or any dissemination of the Confidential Information as it uses with its Subsidiaries other similar information that it does not wish to disclose, publish or disseminate, but in no case less than a reasonable standard of care and discretion and (2) uses the Confidential Information only as necessary to operate Seller’s other business operations. It will not constitute a breach of Seller’s obligations under this Section 9.7 if Seller or its Affiliate discloses Confidential Information that Seller or such Affiliate is required by any judiciallaw to disclose, administrativeon the condition that Seller (1) provides Purchaser with prompt notice of such required disclosure so that Purchaser may attempt to obtain a protective order, legislative or regulatory body (a “Legal Process”2) cooperates with Purchaser, at Purchaser’s expense, in obtaining such protective order, and (3) only discloses such Confidential Information that it is absolutely required to disclose as advised by counsel. Without limiting the foregoing, any Confidential Information of Seller delivered with or related solely to the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Purchased Assets will become Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and Purchaser after the Closing, subject to this Section 9.7. Notwithstanding the Acquiror shallforegoing, and shall cause its Subsidiaries and shall use its reasonable best efforts nothing herein is intended to cause its and its Subsidiaries’ other Representatives torestrict Seller from providing services under the Transition Services Agreement or any Multi-Product Contract or Nonassignable Contract, keep confidential and not use or from exercising any non-public information relating rights under licenses related to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required Business which are granted by any Legal Process Purchaser to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential InformationSeller as contemplated herein.

Post-Closing Confidentiality. (a) From and after the Closing, the Company shallSeller shall hold in confidence any and all confidential, proprietary and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to and materials, whether in written, verbal, graphic or other form, concerning the BusinessCompany and its Subsidiaries (collectively, the Transferred Assets and the Assumed Liabilities (such information, the “Business Company Confidential Information”). In , except that Seller shall not have any obligation under this Section 7.7 with respect to any Company Confidential Information that: (i) after the event date of this Agreement becomes generally available to the Company public other than through a breach by Seller of its obligations under this Section 7.7 or (ii) is provided to Seller or any of its Subsidiaries is required Affiliates by a third party that was not known to the receiving party to be bound by any judicial, administrative, legislative duty of confidentiality to Buyer or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, its Affiliates (including post-Closing the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(aand its Subsidiaries). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and Seller shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”)Information except as expressly authorized in writing by Buyer. In Seller shall take the event same degree of care to protect the Acquiror Company Confidential Information that Seller uses to protect its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, Seller shall not be in breach of this Section 7.7 as a result of any disclosure of Company Confidential Information that is required by applicable Law or any of its Subsidiaries that is required by any Legal Process to disclose Governmental Authority or under any subpoena, civil investigative demand or other similar process by a court of the Company Confidential Informationcompetent jurisdiction having jurisdiction over such Seller; provided, the Acquiror or such Subsidiary however, that Seller shall provide the Company with prompt prior give advance written notice of such compelled disclosure to Buyer, and shall cooperate with Buyer in connection with any efforts to prevent or limit the scope of such requirementdisclosure; and provided further, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to Seller shall disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the such Company Confidential Information which such Seller is advised by its counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after the Closing, the Company shallSeller will, and shall will cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives Affiliates which it controls to, keep confidential hold in strict confidence and not use any non-public information relating to the Businessdetriment of Purchaser or any of its Affiliates, all information with respect to the Transferred Assets Business and the Assumed Liabilities Purchased Assets. Without limiting the generality of the foregoing, Seller agrees, covenants and acknowledges that, from and after the Closing Date, Seller will not, and will cause its Affiliates which it controls not to, disclose, give, sell, use, or otherwise divulge any confidential or secret information (including but not limited to any technology, process, trade secrets, know-how, other intellectual property rights, strategies, financial statements or other financial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, products, product specifications, designs, plans, data or ideas). Notwithstanding the foregoing, Seller may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of applicable Law or of any national securities exchange (but subject to the following provisions of this Section 5.10), (ii) if the same currently is, or hereafter is, in the public domain through no fault of Seller, or (iii) if the same is later acquired by Seller from another source and Seller is not aware that such source is under an obligation to another Person to keep such information confidential. If Seller or any of its Affiliates (the "Disclosing Party") is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary Disclosing Party shall provide the Acquiror Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, request or requirement so that the Acquiror Purchaser may seek seek, at its expense, a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 5.17(a)5.10. If, in the absence of a protective order or other remedy or the receipt of a waiver by the AcquirorPurchaser, the Company or such Subsidiary are nonetheless Disclosing Party nonetheless, based on the advice of counsel, is required by such Legal Process to disclose Business Confidential Informationsuch information to any tribunal, the Company or such Subsidiary Disclosing Party, without liability hereunder, may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information such information which such counsel to the Company or such Subsidiary advises the Company or such Subsidiary Disclosing Party it is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Informationdisclose. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Information.

Post-Closing Confidentiality. (a) From and after the Closing, the Company Seller shall, and shall cause its Subsidiaries Affiliates, including Icagen-T, to, and shall use its reasonable best efforts to cause instruct its and its Subsidiaries’ other their respective Representatives to, keep confidential hold in confidence any and not use any all confidential, proprietary and non-public information relating to and materials, whether in written, verbal, graphic or other form, concerning Buyer, its Affiliates, the Business, Business or the Transferred Assets and the Assumed Liabilities (such informationcollectively, the “Business Confidential Information”). In , except that Seller shall not have any obligation under this Section 6.6 with respect to any Business Confidential Information that (i) after the event date of this Agreement becomes generally available to the Company public other than through a breach by Seller, any of its Affiliates or any of its Subsidiaries or their respective Representatives of their respective obligations under this Section 6.6, or (ii) is required provided to Seller or any of its Affiliates by a third party that was not known to the receiving party to be bound by any judicial, administrative, legislative or regulatory body (a “Legal Process”) duty of confidentiality to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential InformationBuyer. (b) From and after the Closing, the Acquiror Seller shall not, and shall cause its Affiliates not to, and shall instruct its and their respective Representatives not to, use any Business Confidential Information except as permitted by Section 6.6(a) above or as expressly authorized in writing by Buyer. Seller shall, and shall cause its Subsidiaries Affiliates to, and shall use its reasonable best efforts to cause instruct its and its Subsidiaries’ other their respective Representatives to, keep take the same degree of care to protect the Business Confidential Information that such Person uses to protect its own trade secrets and confidential and information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, Seller shall not use be in breach of this Section 6.6 as a result of any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company disclosure of Business Confidential Information”). In the event the Acquiror Information that is required by applicable Law or any of its Subsidiaries that is required by any Legal Process to disclose Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of the Company Confidential Informationcompetent jurisdiction having jurisdiction over Seller; provided, the Acquiror or such Subsidiary shall provide the Company with prompt prior written however, that Seller shall, if legally permitted, give advance notice of such compelled disclosure to Buyer, and shall cooperate with Buyer in connection with any efforts to prevent or limit the scope of such requirementdisclosure; and provided further, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to Seller shall disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company such Business Confidential Information which Seller is advised by its counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed. (d) Seller agrees to accept responsibility for any breach of this Section 6.6 by any of its Affiliates or any of its or its Affiliates’ respective Representatives. (e) From and after the Closing, Buyer shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Seller other than the Business and the Transferred Assets, its Affiliates, its debt obligations (collectively, “Seller Confidential Information”), except that Buyer shall not have any obligation under this Section 6.6 with respect to any Seller Confidential Information that (i) after the date of this Agreement becomes generally available to the public other than through a breach by Buyer, any of its Affiliates or any of its or their respective Representatives of their respective obligations under this Section 6.6 or (ii) is provided to Buyer or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Seller. (f) From and after the Closing, Buyer shall not, and shall cause its Affiliates not to, and shall instruct its and their respective Representatives not to, use any Seller Confidential Information except as permitted by Section 6.6(e) above or as expressly authorized in writing by Seller. Buyer shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, take the same degree of care to protect the Seller Confidential Information that such Person uses to protect its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (g) Notwithstanding the foregoing, Buyer shall not be in breach of this Section 6.6 as a result of any disclosure of Seller Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over Buyer; provided, however, that the Acquiror or Buyer shall, if legally permitted, give advance notice of such Subsidiary compelled disclosure to Seller, and shall use its commercially reasonable cooperate with Seller in connection with any efforts to obtain assurances prevent or limit the scope of such disclosure; and provided further, that confidential treatment will be accorded to the disclosed Buyer shall disclose only that portion of such Company Seller Confidential InformationInformation which Buyer is advised by its counsel is legally required to be disclosed. (h) Buyer agrees to accept responsibility for any breach of this Section 6.6 by any of its Affiliates or any of its or its Affiliates’ respective Representatives.