Common use of Post-Closing Confidentiality Clause in Contracts

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from and after the Closing, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “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 that Xxxx or any of its Representative is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Dole shall notify ITOCHU promptly of the request or requirement so that ITOCHU may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designate.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from From and after the ClosingClosing Date until the fourth (4th) anniversary thereof, all the Equityholders’ Representative and each of the Confidential Information solely Sellers shall, and shall cause his, her or its 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 and all confidential information relating directly to either any Acquired Entity Purchaser or the Business 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 “Post-Closing Confidential Information”) will be proprietary to and owned same 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: judicial or administrative process or by other requirements of law (i) any information that is or has become generally available subject to the following sentence), (b) discussing, disclosing or using such confidential information if the same hereafter is in the public domain (other than as a result of disclosure by Xxxx in a breach of this Agreement Section 12.3), or (c) discussing, disclosing or using such confidential information if the Transaction Documents); (ii) any information same is acquired from a Person that has been independently developed by Xxxx is not, to such discussing, disclosing or its Representatives using Person’s knowledge, after the Closing entirely from sources other than the Post-Closing Confidential Information; and (iii) information made available after the Closing reasonable inquiry, under an obligation to Xxxx or its Representatives on a non-confidential basis by any third party not prohibited from disclosing keep such information by a legal obligation to any other Personconfidential. Notwithstanding If 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 Equityholders’ Representative 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 that Xxxx or any of its Representative Seller is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceedinglegal, interrogatoryadministrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch confidential information, Dole the Equityholders’ Representative or such Seller, as applicable, shall promptly notify ITOCHU promptly Purchaser of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.412.3. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby Purchaser, Xxxx the Equityholders’ Representative or any Representative of Xxxx is, on the advice of counsel, compelled Seller is required to disclose any Post-Closing Confidential Information to any Governmental Authoritysuch information, Xxxx or any such Xxxx the Equityholders’ Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of DoleSeller, as applicable, shall use without liability hereunder, may disclose that portion of such information that it believes in good faith it is legally required to disclose. Notwithstanding the first sentence of this Section 12.3, the Equityholders’ Representative and any Seller may only disclose such confidential information to those of its reasonable best efforts to obtainor his Affiliates, at the request of ITOCHUattorneys, an order accountants, financial advisors or other assurance representatives (collectively, “Representatives”) if such Representative (i) needs to know such information and (ii) is subject to obligations of confidentiality that confidential treatment will are no less stringent than those to which the Equityholders’ Representative and the Sellers are subject to pursuant to the terms of this Section 12.3. The Equityholders’ Representative and the Sellers shall be accorded liable to such portion Purchaser for the breach of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designatethis Section 12.3 by any of their Representatives.

Post-Closing Confidentiality. Xxxx agrees and acknowledges The parties agree that, from for a period of ten (10) years following the Closing Date: (a) Seller will not, and after will cause its Affiliates not to, disclose, give, use, or otherwise divulge any Buyer's confidential or secret information, including with respect to the Closing, all of the Confidential Information solely relating to either any Acquired Entity Businesses or the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned by the Acquired EntitiesSubject Assets, and Xxxx shall treat (b) Buyer will not, and hold all such Post-Closing Confidential Information as confidential; providedwill cause its Affiliates not to, that “Post-Closing Confidential Information” shall disclose, give, use or otherwise divulge any of Seller's confidential information not include: (i) any information that is or has become generally available related to the public (other than as a result of disclosure by Xxxx in breach of this Agreement Businesses 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 Subject Assets, including in each case but not prohibited from disclosing such information by a legal obligation limited to any technology, process, trade secrets, know-how, other Personintellectual 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, Xxxx a party may disclose Post-Closing Confidential Information such information (i) if compelled to disclose the extent such disclosure is (x) required same by Legal Requirement, judicial or legal process, including pursuant to the rules administrative process or regulations by other requirements of applicable Law or of any national securities regulator or any listing agreement withexchange (but subject to the following provisions of this Section), (ii) if the same currently is, or hereafter is, in the rules or regulations ofpublic domain through no fault of such party, any national securities exchange or national quotation system on which any securities of Xxxx are listed or traded (including any periodic reports 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 shareholders required by SEC or NYSE rules or regulations) another Person to keep such information confidential, or (yiv) legally compelled to do so under if the terms same is independently developed by Affiliates of a subpoena, order, civil investigative demand or similar process issued by a Governmental Authoritysuch party without any knowledge thereof. In the event that Xxxx If such party or any of its Representative Affiliates (the "Disclosing Party") is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the Disclosing Party shall notify ITOCHU promptly provide the other party with prompt written notice of the any such request or requirement so that ITOCHU the other party may seek an appropriate seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.4Section. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby the other party, Xxxx or any Representative of Xxxx isthe Disclosing Party nonetheless, based on the advice of counsel, compelled is required to disclose any Post-Closing Confidential Information such information to any Governmental Authoritytribunal, Xxxx or any such Xxxx Representative the Disclosing Party, without liability hereunder, may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of such information which such counsel advises the Post-Closing Confidential Information 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 as ITOCHU liable for damages for any inadvertent disclosure of any confidential or secret information of the other party where (a) the appropriate degree of care has been exercised and (b) such inadvertent disclosure does not Adversely Affect such party; provided that upon notice of such inadvertent disclosure it shall designatehave been endeavored to correct the effects thereof and to prevent any further inadvertent disclosure.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from From and after the Closing, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to Sellers and owned by the Acquired EntitiesWind Down Co. will, and Xxxx shall treat will cause their respective Affiliates to, hold in strict confidence, and hold all such Post-Closing Confidential Information as confidential; provided, that “Post-Closing Confidential Information” shall will not include: (i) any information that is or has become generally available use to the public (other than as a result detriment 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 that Xxxx Buyer or any of its Representative Affiliates, all non-public information with respect to the Business, the Acquired Assets or the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, any Seller or Wind Down Co. may disclose such information (a) if such Seller or Wind Down Co. is requested 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 same currently is in the public domain or hereafter is in the public domain through no fault of such Seller or Wind Down Co. or any of its 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 pursuant to written or oral question or request (by interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand demand, rule of civil procedure or other similar process process) to disclose any Postsuch non-Closing Confidential Informationpublic confidential information, Dole the Disclosing Party shall notify ITOCHU promptly provide Buyer with prompt written notice of the request or any such requirement so that ITOCHU Buyer may seek an appropriate seek, at Buyer’s sole cost and expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.45.18. If, in the absence of a protective order or other remedy or the receipt of a waiver by Buyer, the Disclosing Party nonetheless, based on the written advice of outside counsel, is required to disclose such non-public confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Disclosing Party, without liability hereunder, Xxxx may disclose that portion of such information which such counsel advises the 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 an adequate remedy for any Representative breach of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information its agreements contained in this Section 5.18 and that in addition to any Governmental Authorityother remedies available to Buyer, Xxxx Buyer shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative actual breach of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designatethis Section 5.18.

Post-Closing Confidentiality. Xxxx agrees If the transactions contemplated by this Agreement are consummated, the Company and acknowledges that, from and after the Closing, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned by the Acquired Entities, and Xxxx Company Stockholder shall treat and hold all such Post-Closing Confidential Information as confidential; provided, that “Post-Closing Confidential Information” shall not include: (i) confidential any information concerning the Business and/or the affairs of the Company that is or has become not already generally available to the public (other than as a result the "Confidential Information"), refrain from using any of disclosure by Xxxx the Confidential Information except in breach of connection with this Agreement or on behalf of the Transaction Documents)Buyer and its Affiliates, and deliver promptly to the Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are in his possession or under his control; (ii) any information provided 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 Company Stockholder may disclose Post-Closing the Confidential Information to the extent such disclosure is (x) required by Legal Requirementnecessary to complete federal, state or legal process, including pursuant local personal income tax returns or to the rules or regulations extent required to comply with applicable requirements 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 Authoritylaws. In the event that Xxxx the Company or any of its Representative the Company Stockholder is requested or required pursuant to written or (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process process) to disclose any Post-Closing Confidential Information, Dole the Company or the Company Stockholder shall notify ITOCHU the Buyer promptly of the request or requirement so that ITOCHU the Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 6.49(e)(iii). If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx the Company or any Representative of Xxxx the Company Stockholder is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authoritytribunal or else stand liable for contempt or other governmental sanctions, Xxxx the Company or any such Xxxx Representative the Company Stockholder may disclose such Post-Closing the Confidential Information to such Governmental Authoritythe tribunal; provided, however, provided that Dole the Company or such Representative of Dole, as applicable, the Company Stockholder shall use its reasonable best efforts to obtain, at the request of ITOCHUBuyer, an order or other assurance that confidential treatment will shall be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU the Buyer shall designate.

Post-Closing Confidentiality. Xxxx agrees For a period of five (5) years following the Closing Date, each party will treat and acknowledges thathold, and will use commercially reasonable efforts to cause its Affiliates and its and their respective Representatives to treat and hold, in strict confidence from any Person (other than any such Affiliates or Representative) all documents and after information concerning the Closing, all other party or any of the Confidential Information solely relating to either its Affiliates (including any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned by the Acquired Entities, shall refrain from using any of such documents and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidential; provided, that “Post-Closing Confidential Information” shall not include: information unless (i) any such documents or information that is or has become generally available can be shown to have been (A) in the public domain through no fault of such receiving party or (other than as a result of disclosure B) later acquired by Xxxx in breach of this Agreement or the Transaction Documents); (ii) any information receiving party from another source if the receiving party is not aware 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 source is under an obligation to any other Person. Notwithstanding the foregoing, Xxxx may disclose Post-Closing Confidential Information another party hereto to the extent keep 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 Authoritydocuments and information confidential. In the event that Xxxx or any of its Representative a party is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand Proceeding or similar process to disclose any Post-Closing Confidential Informationsuch documents or information, Dole shall such party will notify ITOCHU the other party promptly of the request or requirement so that ITOCHU the other party may seek an appropriate protective order or waive compliance with the provisions of this Section 6.48.3. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx a party is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information such documents or information to any Governmental Authoritytribunal or else stand liable for contempt, Xxxx or any then such Xxxx Representative party may disclose such Post-Closing Confidential Information documents or information to such Governmental Authoritythe tribunal; provided, however, that Dole or such Representative of Dole, as applicable, it shall use its commercially reasonable best efforts to obtain, at the request and expense of ITOCHUthe other party, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information such documents or information required to be disclosed as ITOCHU Purchaser shall designate. Notwithstanding anything to the 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 form 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. Xxxx agrees and acknowledges that, from From and after the ClosingClosing Date, all neither Seller nor any of its Affiliates (other than the Confidential Information solely relating Acushnet Companies) shall disclose or use any confidential information about the Acushnet Companies, the Buyer or their respective businesses, assets or operations (including, without limitation, any confidential information provided or made available to either Seller or any Acquired Entity or of its Affiliates after the Business (the “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 confidentialDate); provided, that “Post-Closing Confidential Information” such obligation shall not include: (i) extend to any such confidential information that (a) is or has become becomes generally available to the public (other than as a result of a disclosure by Xxxx in breach of this Agreement or the Transaction Documents); (ii) any information that has been independently developed by Xxxx Seller or its Representatives Affiliates after the Closing entirely from sources other than the Post-Closing Confidential Information; and Date or (iiib) information made becomes available after the Closing to Xxxx Seller or any of its Representatives Affiliates on a non-confidential basis by any third party not prohibited from disclosing such information by a legal obligation to any source other Person. Notwithstanding the foregoingthan Seller, Xxxx may disclose Post-Closing Confidential Information to the extent such disclosure is (x) required by Legal Requirement, Buyer 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 Authoritytheir respective Affiliates. In the event that Xxxx Seller or any one of its Representative Affiliates (other than the Acushnet Companies) is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand investigation demand, or similar process to disclose any Post-Closing Confidential Informationsuch information, Dole shall Seller will notify ITOCHU Buyer promptly of the request or requirement so that ITOCHU Buyer may seek seek, at Buyer’s cost, an appropriate protective order or waive compliance with the provisions of this Section 6.47.10. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx Seller or any Representative of Xxxx its applicable Affiliate is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authoritylegally required, Xxxx Seller or any such Xxxx Representative its applicable Affiliate may disclose the applicable portion of such Post-Closing Confidential Information to such Governmental Authorityinformation; provided, however, that Dole or such Representative of Dole, as applicable, Seller shall use its reasonable best efforts to obtain, at the request of ITOCHUBuyer and at Buyer’s cost, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information information required to be disclosed as ITOCHU shall designateso disclosed.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from From and after the ClosingClosing Date, Seller will, and will cause its Affiliates to, hold in strict confidence, and will not use to the detriment of Purchaser or any of its Affiliates (including the Company), all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “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 with respect 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 PersonCompany. Notwithstanding the foregoing, Xxxx Seller may disclose Post-Closing Confidential Information 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 extent such disclosure following provisions of this Section), (ii) if the same currently is (x) required by Legal Requirement, in the public domain or legal process, including pursuant to hereafter is in the rules or regulations public domain through no fault 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) Seller or (yiii) legally compelled 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 do so under the terms of a subpoena, order, civil investigative demand or similar process issued by a Governmental Authorityanother Person to keep such information confidential. In the event that Xxxx If Seller or any of its Representative Seller’s Affiliates (the “Disclosing Party”) is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand demand, rule of civil procedure or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the Disclosing Party shall notify ITOCHU promptly provide Purchaser with prompt written notice of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.4Section. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby Purchaser, Xxxx or any Representative of Xxxx isthe Disclosing Party nonetheless, based on the written advice of counsel, compelled is required to disclose any Post-Closing Confidential Information such information to any Governmental Authoritytribunal or else stand liable for contempt or suffer other censure or penalty, Xxxx or any such Xxxx Representative the Disclosing Party, without liability of Seller hereunder, may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of such information which such counsel advises the Post-Closing Confidential Information Disclosing Party it is legally required to disclose. Seller acknowledges and agrees that money damages would not be an 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, Purchaser shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 4.1(c). Notwithstanding anything herein to the contrary, the transactions contemplated hereby and this Agreement may be disclosed as ITOCHU shall designateby Seller in filings made by Seller with the Securities and Exchange Commission.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from and after the Closing, all The terms of the Confidential Information Confidentiality Agreement shall continue in full force and 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 Seller and its Affiliates shall, and shall cause their representatives to, keep confidential and not use for any purpose all information to the extent relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to Company and owned by its Subsidiaries, the Acquired Entities, Business and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidential; provided, that “Post-Closing Confidential Information” shall not include: the assets thereof (i) any other than information that (a) is or has become generally becomes available to the public (other than as a result of disclosure by Xxxx in a breach of this Agreement Section 6.18 or (b) is or becomes available to the Transaction Documents); (ii) Seller, its Affiliates or any information that has been independently developed by Xxxx or its of their respective 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 third parties on a non-confidential basis basis); provided that Seller and its representatives may disclose such information if required by judicial or administrative process or by any third party not prohibited from disclosing 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, the Seller shall: (x) if and as may be requested by the 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 by a legal obligation not be disclosed to any other Person. Notwithstanding the foregoing, Xxxx may disclose Post-Closing Confidential Information public; (y) to the extent permissible under applicable Law, give the Buyer prompt written notice of such disclosure is request or requirement so that the Buyer may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (xz) required by Legal Requirementcooperate with the Buyer, or legal processat the Buyer’s sole cost and expense, 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, obtain such protective order, civil investigative demand or similar process issued by a Governmental Authority. In the event that Xxxx or any of its Representative is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Dole shall notify ITOCHU promptly of the request or requirement so that ITOCHU may seek an appropriate such protective order or waive compliance with the provisions of this Section 6.4. Ifother remedy is obtained, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, only that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information such information that is legally required to be disclosed as ITOCHU may be disclosed, and the Seller shall designateuse commercially reasonable efforts to seek confidential treatment of such information.

Post-Closing Confidentiality. Xxxx agrees From and after the Closing, Seller will, and will cause each of its Affiliates which it controls to, hold in strict confidence and not use to the detriment of Purchaser or any of its Affiliates, all information with respect to the Business and the Purchased Assets. Without limiting the generality of the foregoing, Seller agrees, covenants and acknowledges that, from and after the ClosingClosing Date, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) Seller will be proprietary to and owned by the Acquired Entitiesnot, and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidential; providedwill cause its Affiliates which it controls not to, that “Post-Closing Confidential Information” shall disclose, give, sell, use, or otherwise divulge any confidential or secret information (including but 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 limited to any technology, process, trade secrets, know-how, other Personintellectual 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, Xxxx Seller may disclose Post-Closing Confidential Information such information (i) if compelled to disclose the extent such disclosure is (x) required same by Legal Requirement, judicial or legal process, including pursuant to the rules administrative process or regulations by other requirements of applicable Law or of any national securities regulator or any listing agreement withexchange (but subject to the following provisions of this Section 5.10), (ii) if the same currently is, or hereafter is, in the rules or regulations ofpublic domain through no fault of Seller, 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 (yiii) legally compelled if the same is later acquired by Seller from another source and Seller is not aware that such source is under an obligation to do so under the terms of a subpoena, order, civil investigative demand or similar process issued by a Governmental Authorityanother Person to keep such information confidential. In the event that Xxxx If Seller or any of its Representative Affiliates (the "Disclosing Party") is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the Disclosing Party shall notify ITOCHU promptly provide Purchaser with prompt written notice of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.45.10. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby Purchaser, Xxxx or any Representative of Xxxx isthe Disclosing Party nonetheless, based on the advice of counsel, compelled is required to disclose any Post-Closing Confidential Information such information to any Governmental Authoritytribunal, Xxxx or any such Xxxx Representative the Disclosing Party, without liability hereunder, may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of such information which such counsel advises the Post-Closing Confidential Information Disclosing Party it is legally required to be disclosed as ITOCHU shall designatedisclose.

Post-Closing Confidentiality. Xxxx agrees From and after the Initial Closing, Seller shall, and shall cause its 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 ClosingInitial Closing Date, all Seller shall not, and shall cause its Affiliates not to, disclose, give, sell, use, or otherwise divulge any confidential or proprietary information with respect to the Company 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 Company Group (including any confidential or secret information referred to in the next preceding sentence) to any of the Confidential Information solely relating its Affiliates unless such Affiliate agrees in writing to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned bound 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 provisions 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 PersonSection 13.21. Notwithstanding the foregoing, Xxxx Seller may disclose Post-Closing Confidential Information and use such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of applicable Law (but subject to the extent following provisions of this Section 13.21) or such disclosure is (x) required by Legal Requirement, or legal process, including pursuant to necessary so that Seller not commit a violation of 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 is necessary or appropriate in connection with any securities legal proceeding, (ii) if the same currently is, or hereafter is, in the public domain through no fault 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 that Xxxx Seller or any of its Representative 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 pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the applicable Person shall notify ITOCHU promptly (unless expressly prohibited by applicable Law) provide Purchaser with prompt written notice of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.413.21. If, in the absence of a protective order or other remedy or the receipt of a waiver by Purchaser, the disclosing Person nonetheless is required to disclose such information to any tribunal, the disclosing Person, without liability hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information such information that it is legally required to be disclosed as ITOCHU shall designatedisclose.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from (a) From and after the Closing, and subject to the rights and obligations of Seller and its Affiliates pursuant to Section 5.13, Seller shall, and shall cause its Subsidiaries and 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 of the Confidential Information solely confidential Business Assets and confidential information relating to either any Acquired Entity or the Business Liabilities (the together with confidential Licensed Retained IP, “Post-Closing Purchaser 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: except (i) with the prior written consent of Purchaser; (ii) to the extent necessary to comply with applicable Laws, including federal securities Laws, the valid order of a Court or any information that Proceeding, in which event, to the extent permitted by such Law, order or 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 limit disclosure; (iii) to the extent such Purchaser Confidential Information is or has become generally available to the public through no fault of Seller or any Subsidiary of Seller; (other than as iv) to the extent such Purchaser Confidential Information becomes available after the Closing Date to Seller or any of its Subsidiaries from a result 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 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 5.18(a); (vi) to the extent such Purchaser Confidential Information is used in the enforcement of disclosure by Xxxx in breach any of the rights of Seller or any of its Subsidiaries under this Agreement or the Transaction Documents)Ancillary Agreements or in the defense of any Proceeding brought against Seller or one of its Subsidiaries; or (iivii) 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 Person who is (x) required engaged 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 that Xxxx Seller or any of its Representative Affiliates solely for and on behalf of Seller or its Affiliates who is requested or required bound by appropriate obligations of confidentiality. The obligations of Seller pursuant to written or oral question or request this Section 5.18(a) shall cease two (2) years following the Closing, except that such obligations shall survive (i) for five (5) years following the Closing in respect of Purchaser Confidential Information that is proprietary information or documents and know-how, and (ii) for thirty-five (35) years following the Closing in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing respect of trade secrets that constitute Purchaser Confidential Information, Dole shall notify ITOCHU promptly of the request or requirement so that ITOCHU may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designate.

Post-Closing Confidentiality. Xxxx agrees From and acknowledges after the Closing, Sellers will, and will cause each of their Affiliates which they control to, hold in strict confidence and not use to the detriment of Buyer and/or Seller or any of its Affiliates, all information with respect to the Business and the Purchased Assets. Without limiting the generality of the foregoing, Buyer and//or Sellers agree, covenant and acknowledge that, from and after the ClosingClosing Date, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) Buyer and/or Sellers will be proprietary to and owned by the Acquired Entitiesnot, and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidential; providedwill cause their Affiliates which they control not to, that “Post-Closing Confidential Information” shall disclose, give, sell, use, or otherwise divulge any confidential or secret information (including but 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 limited to any trade secrets, know-how, strategies, financial statements or other Personfinancial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, plans, data or ideas). Notwithstanding the foregoing, Xxxx Buyer and/or Sellers may disclose Post-Closing Confidential Information such information (i) if compelled to disclose the extent such disclosure is same by judicial or administrative process or by other requirements of Applicable Law, (xii) required by Legal Requirementif the same currently is, or legal processhereafter is, including pursuant to in the rules or regulations public domain through no fault of any national securities regulator or any listing agreement withBuyer and/or Sellers, or (iii) if the rules or regulations of, any national securities exchange or national quotation system on which any securities of Xxxx same is later acquired by Buyer and/or Sellers from another source and Buyer and/or Sellers are listed or traded (including any periodic reports not aware that such source is under an obligation to shareholders required by SEC or NYSE rules or regulations) or (y) legally compelled another Person to do so under the terms of a subpoena, order, civil investigative demand or similar process issued by a Governmental Authoritykeep such information confidential. In the event that Xxxx If Buyer and/or Sellers or any of its Representative is their Affiliates (the “Disclosing Party”) are requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the Disclosing Party shall notify ITOCHU promptly provide the other party with prompt written notice of the any such request or requirement so that ITOCHU Buyer and/or Seller may seek an appropriate seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.4Section. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby the other party, Xxxx or any Representative of Xxxx isthe Disclosing Party nonetheless, based on the advice of counsel, compelled is required to disclose any Post-Closing Confidential Information such information to any Governmental Authoritytribunal, Xxxx or any such Xxxx Representative the Disclosing Party, without liability hereunder, may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of such information which such counsel advises the Post-Closing Confidential Information Disclosing Party it is legally required to be disclosed as ITOCHU shall designatedisclose.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from From and after the Closing, all 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 Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to Company and owned by the Acquired Entities, and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidentialits business; provided, that “Post-Closing Confidential Information” shall not include: except (i) as may be necessary for the Seller in connection with any information that is Tax or has become generally available other audit, indemnification claim matter or any other such use by Seller or its Affiliates to the public (other than as a result of disclosure by Xxxx in breach of this Agreement protect or the Transaction Documents)enforce its interests; (ii) any information that has been independently developed by Xxxx as it is or its Representatives after becomes available to 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 Seller on a non-confidential basis by any a third party and the Seller and its Affiliates are not prohibited from disclosing aware that such source has an obligation to maintain the confidentiality of such information; or (iii) as such information by a legal obligation to any other Person. Notwithstanding hereafter is in the foregoing, Xxxx may disclose Post-Closing Confidential Information to public domain through no fault of the extent such disclosure is (x) required by Legal Requirement, Seller 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) its Affiliates; or (yiv) legally if the Seller or its Affiliate(s) are compelled to do so under disclose the terms same by judicial or administrative process or by other requirements of a subpoenalaw, orderexcept as provided in clause (iv) above, civil investigative demand or similar process issued by a Governmental Authority. In if the event that Xxxx Seller or any of its Representative Affiliates (the "Disclosing Party") is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand demand, rule of civil procedure or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the Disclosing Party shall notify ITOCHU promptly provide the Buyer with prompt written notice of the any such request or requirement so that ITOCHU the Buyer or the Company may seek an appropriate a protective order or other appropriate remedy (all at the Buyer's expenses) and/or waive compliance with the provisions of this Section 6.4Section. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby the Buyer, Xxxx or any Representative of Xxxx isthe Disclosing Party nonetheless, based on the advice of counsel, compelled is required to disclose any Post-Closing Confidential Information such information to any Governmental Authoritytribunal or else stand liable for contempt or suffer other censure or penalty, Xxxx or any such Xxxx Representative the Disclosing Party, without liability hereunder, may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of such information which such counsel advises the Post-Closing Confidential Information Disclosing Party it is legally required to be disclosed as ITOCHU shall designatedisclose.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from 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 of the Confidential Information solely confidential information relating to either any Acquired Entity Purchaser, the Company or the Acquired Business that remains in or comes into its possession after the Closing. The foregoing will not preclude Seller from (a) disclosing such confidential information if compelled to disclose the “Post-Closing Confidential Information”) will be proprietary to and owned same 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: judicial or administrative process or by other requirements of law (i) any information that is or has become generally available subject to the following sentence), (b) discussing or using such confidential information if the same hereafter is in the public domain (other than as a result of disclosure by Xxxx in a breach of this Agreement Section 10.2), or (c) discussing or using such confidential information if the Transaction Documents); (ii) any information that has been independently developed by Xxxx or its Representatives same is acquired after the Closing entirely Date from sources other than the Post-Closing Confidential Information; and (iii) information made available a Person that is not, to Seller’s knowledge, after the Closing reasonable inquiry, under an obligation to Xxxx or its Representatives on a non-confidential basis by any third party not prohibited from disclosing keep such information by a legal obligation to any other Personconfidential. 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 that Xxxx or any of its Representative If Seller is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceedinglegal, interrogatoryadministrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch confidential information, Dole Seller shall promptly notify ITOCHU promptly Purchaser of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.410.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by Purchaser, Seller is required to disclose such information, Seller, without Liability hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose that portion of such Post-Closing Confidential Information information that it believes in good faith it is legally required to disclose. Notwithstanding the first sentence of this Section 10.2, Seller may only disclose such Governmental Authority; providedconfidential information to those of its Affiliates, howeverattorneys, that Dole accountants, financial advisors or other representatives (collectively, “Representatives”) if such Representative (i) needs to know such information and (ii) agrees to maintain the confidentiality of Dole, as applicable, such information pursuant to the terms of this Section 10.2. Seller shall use be liable to Purchaser for the breach of this Section 10.2 by any of its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designateRepresentatives.

Post-Closing Confidentiality. Xxxx agrees From and acknowledges after the Closing, Sellers will, and will cause each of their Affiliates, hold in strict confidence and not use to the detriment of Purchaser or any of its Affiliates, all information with respect to the Iodine Therapy and the Specified Assets. Without limiting the generality of the foregoing, Sellers agree, covenant and acknowledge that, from and after the ClosingClosing Date, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) Sellers will be proprietary to and owned by the Acquired Entitiesnot, and Xxxx shall treat and hold all such Post-Closing Confidential Information as confidential; providedwill cause their Affiliates not to, that “Post-Closing Confidential Information” shall not include: (i) disclose, give, sell, use, or otherwise divulge any confidential or secret information that is or has become generally available related to the public Specified Assets (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 including but not prohibited from disclosing such information by a legal obligation limited to any technology, process, trade secrets, know-how, other Personintellectual 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, Xxxx Sellers may disclose Post-Closing Confidential Information such information (i) if compelled to disclose the extent such disclosure is (x) required same by an Authority due to a Legal Requirement, or legal process, including pursuant to (ii) if the rules or regulations of any national securities regulator or any listing agreement withsame currently is, or hereafter is, in the rules or regulations of, any national securities exchange or national quotation system on which any securities public domain through no fault 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 AuthoritySellers. In the event that Xxxx If Sellers or any of its Representative their Affiliates (the "Disclosing Party") is requested or required pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the Disclosing Party shall notify ITOCHU promptly provide Purchaser with prompt written notice of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.42.12. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunderby Purchaser, Xxxx or any Representative of Xxxx isthe Disclosing Party nonetheless, based on the advice of counsel, compelled is required to disclose any Post-Closing Confidential Information such information to any Governmental Authoritytribunal, Xxxx or any such Xxxx Representative the Disclosing Party, without liability hereunder, may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of such information which such counsel advises the Post-Closing Confidential Information Disclosing Party it is legally required to be disclosed as ITOCHU shall designatedisclose.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from From and after the Closing, Seller will, and will cause its respective Affiliates and representatives to, (a) treat and hold as strictly confidential all of the Confidential Information, (b) refrain from using any of the Confidential Information solely relating to either any Acquired Entity or except in connection with the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned by the Acquired Entitiestransactions contemplated hereunder, and Xxxx shall treat (c) deliver promptly to Buyer or destroy, at Buyer’s request and hold option, all such Post-Closing tangible embodiments (and all copies) of the Confidential Information as confidentialthat are in the Seller’s or its Affiliates’ or representatives’ possession; provided, however, that “Post-Closing notwithstanding clause (c), Seller may retain for tax and legal compliance purposes only, one copy of the Confidential Information” shall not include: Information (i) any information that is or has become generally available which, for the avoidance of doubt, will remain subject to the public (other than as a result of disclosure by Xxxx in breach provisions of this Agreement or the Transaction DocumentsSection 6.12); (ii) . If any information that has been independently developed by Xxxx of Seller 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 Affiliates 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 that Xxxx or any of its Representative representatives is requested or legally required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Dole shall Seller will notify ITOCHU Buyer promptly of the request or requirement so that ITOCHU Buyer or its Affiliates may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx Seller is, on the written advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental AuthorityEntity or pursuant to a subpoena or other judicial or administrative process, Xxxx or any such Xxxx Representative Seller may disclose such Post-Closing the Confidential Information to such Governmental Authority; providedthe extent required, however, that Dole or such Representative of Dole, as applicable, but Seller shall use its permit Buyer a reasonable best efforts opportunity to obtain, at the request of ITOCHUBuyer’s or its Affiliate’s expense, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designateBuyer or its Affiliate designates.

Post-Closing Confidentiality. Xxxx agrees From and after the Closing, Seller shall, and shall cause its 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 ClosingClosing Date, all Seller shall not, and shall cause its Affiliates not to, disclose, give, sell, use, or otherwise divulge any confidential or proprietary information (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 Company (including any confidential or secret information referred to in the next preceding sentence) to any of the Confidential Information solely relating its Affiliates unless such Affiliate agrees in writing to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned bound 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 provisions 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 PersonSection 11.21. Notwithstanding the foregoing, Xxxx Seller may disclose Post-Closing Confidential Information and use such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of applicable Law (but subject to the extent following provisions of this Section 11.21) or such disclosure is (x) required by Legal Requirement, or legal process, including pursuant to necessary so that Seller not commit a violation of 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 is necessary or appropriate in connection with any securities legal proceeding, (ii) if the same currently is, or hereafter is, in the public domain through no fault 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 that Xxxx Seller or any of its Representative 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 pursuant to written or (by oral question or request questions, interrogatories, requests for information or documents in any legal proceeding, interrogatoryproceedings, subpoena, civil investigative demand or other similar process process) to disclose any Post-Closing Confidential Informationsuch information, Dole the applicable Person shall notify ITOCHU promptly (unless expressly prohibited by applicable Law) provide Purchaser with prompt written notice of the any such request or requirement so that ITOCHU Purchaser may seek an appropriate seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.411.21. If, in the absence of a protective order or other remedy or the receipt of a waiver by Purchaser, the disclosing Person nonetheless is required to disclose such information to any tribunal, the disclosing Person, without liability hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information such information that it is legally required to be disclosed as ITOCHU shall designatedisclose.

Post-Closing Confidentiality. Xxxx agrees and acknowledges that, from (a) From and after the ClosingEffective Time and until the fifth anniversary thereof, the Stockholder shall keep confidential and shall use reasonable efforts to cause its affiliates, agents, advisors and representatives, and their respective officers, directors or employees (the "Representatives) to keep confidential 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 Confidential Information solely Company or otherwise, including but not limited to information relating to either any Acquired Entity pricing, technologies, trade secrets, processes, customers, suppliers, financial data, statistics, or the Business research and development (the “Post-Closing Confidential collectively, "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” the foregoing shall not include: apply to information that (i) any information that is or has become hereafter becomes generally available to the public (other than as a result of a disclosure by Xxxx in breach of this Agreement the Stockholder or the Transaction Documents); any Representative, (ii) any information that has been independently developed by Xxxx is hereafter disclosed to the Stockholder or its Representatives after by a third party who is not in default of any confidentiality obligation to Parent or the Closing entirely from sources other than the Post-Closing Confidential Information; and Company, (iii) information made available after is reasonably required to be submitted by the Closing to Xxxx Stockholder or its Representatives on a non-confidential basis by any third party not prohibited from disclosing such information by a legal obligation Representative to any other Person. Notwithstanding Governmental Entity, including in connection with any action, suit or proceeding, (iv) is provided by the foregoingStockholder under confidentiality terms and conditions for the benefit of the Company, Xxxx may disclose Post-Closing Confidential Information substantially similar to those confidentiality arrangements set forth in the extent such disclosure is Confidentiality Agreement and with a term of at least five years from the date hereof, (x) required by Legal Requirementto third parties for consulting, or accounting, legal processand similar purposes, 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 prospective purchasers of the terms Stockholder or of a subpoenaall or any portion of the securities or assets of the Stockholder to the extent considered reasonably necessary by the Stockholder to facilitate such purchase, order(v) is necessary, civil investigative demand in the Stockholder's reasonable judgment, to disclose in order to assert or similar process issued 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 a Governmental Authority. In the event that Xxxx Stockholder or any of its Representative is requested Subsidiaries (other than the Company and its Subsidiaries) or required pursuant to written Representatives without any use or oral question or request for information or documents in knowledge of any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Dole shall notify ITOCHU promptly of the request or requirement so that ITOCHU may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing Confidential Information to such Governmental Authority; provided, however, that Dole or such Representative of Dole, as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information (vii) is required to be disclosed as ITOCHU shall designate.by the Stockholder or any Representative in compliance with applicable laws or regulations or order by a Governmental Entity, provided that in the event that the Stockholder or any Representative is requested by any Governmental

Post-Closing Confidentiality. Xxxx agrees and acknowledges thatExcept as otherwise provided herein, from and after the Closing, Seller shall, and shall cause its Affiliates to, keep secret and retain in strictest confidence and not use for the benefit of itself or others or disclose to anyone outside of Purchaser and its Affiliates, all of the Confidential Information solely confidential matters relating to either any Acquired Entity the Business or the Business Purchased Assets, including “know how,” trade secrets, customer lists, supplier lists, details of consultant and 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 (the “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 other than information that is or has become becomes 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 Seller 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 PersonAffiliates. Notwithstanding the foregoing, Xxxx Seller may disclose Post-Closing use Confidential Information that relates to aspects of Seller’s business operations other than the extent Business, even if such disclosure Confidential Information is also used in the Business, on condition that Seller (x1) uses the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its 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 TREATMENT REQUESTED Confidential Information that Seller or such Affiliate is required by Legal Requirement, or legal process, including pursuant law 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 that Xxxx or any of its Representative is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Dole shall notify ITOCHU promptly of the request or requirement so that ITOCHU may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4. If, in the absence of a protective order or the receipt of a waiver hereunder, Xxxx or any Representative of Xxxx isdisclose, on the advice condition that Seller (1) provides Purchaser with prompt notice of counselsuch required disclosure so that Purchaser may attempt to obtain a protective order, compelled (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 Post-Closing Confidential Information of Seller delivered with or related solely to any Governmental Authoritythe Business or the Purchased Assets will become Confidential Information of Purchaser after the Closing, Xxxx subject to this Section 9.7. Notwithstanding the foregoing, nothing herein is intended to restrict Seller from providing services under the Transition Services Agreement or any such Xxxx Representative may disclose such PostMulti-Closing Confidential Information Product Contract or Nonassignable Contract, or from exercising any rights under licenses related to such Governmental Authority; provided, however, that Dole or such Representative of Dole, the Business which are granted by Purchaser to Seller as applicable, shall use its reasonable best efforts to obtain, at the request of ITOCHU, an order or other assurance that confidential treatment will be accorded to such portion of the Post-Closing Confidential Information required to be disclosed as ITOCHU shall designatecontemplated herein.