Common use of Post-Closing Confidentiality Clause in Contracts

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

Post-Closing Confidentiality. (a) From The Seller and each Seller Member hereby covenants and agrees, severally and not jointly, that from and after the Closing Date, it will not and will not permit its respective employees, officers, directors or advisors to disclose, give, sell, use or otherwise divulge any confidential information that relates to the Company, including trade secrets, processes, data, know-how, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, employee, customer and supplier lists, product development information and techniques, policies and strategies, details of customer Contracts and operations methods, whether known to such Person prior to the Closing or learned or disclosed after the Closing, provided, however, (i) a Seller Member may use confidential information in the performance of his or her duties as an employee of the Company, (ii) the Seller and any Seller Member may use confidential information in connection with the enforcement of such Person’s rights in any proceeding, (iii) the Seller and any Seller Member may disclose confidential information to the extent required by law; and (iv) Riverside Fund III, L.P. and its Affiliates may disclose information about Riverside’s investment in the Company shalland summary financial performance of the Company. If the Seller, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Business, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event the Company Seller Member or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) their respective representatives becomes legally compelled to disclose any of the Business Confidential Informationsuch confidential information, the Company or such Subsidiary Person shall provide the Acquiror Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, requirement so that the Acquiror may Company may, at its expense, seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquirorwaive compliance with this Section 5.7. If such protective order or other remedy is not obtained, or the Company or waives compliance with this Section 5.7, such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity Person shall furnish only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary confidential information that is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information. (b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event of a beach by the Acquiror Seller, any Seller Member or any of its Subsidiaries is required by any Legal Process to disclose their respective representatives of any of the Company Confidential Informationterms and conditions of this Section 5.7 and in accordance with the provisions of Section 8.4, the Acquiror or such Subsidiary Company shall provide the Company with prompt prior written notice of any such requirementbe entitled, if it so elects, to institute and prosecute proceedings in a court of competent jurisdiction, either at law or in equity, to obtain damages for any breach or to seek to enforce the extent permitted specific performance thereof by such Legal Process, so that the Company may seek a protective order party or other appropriate remedy or waive compliance with to enjoin such party from violating the provisions of this Section 5.17(b). If, in the absence of 5.7 by seeking a protective temporary restraining order or other remedy or the receipt of a waiver by the Company, the Acquiror or such Subsidiary are nonetheless required by such Legal Process to disclose Company Confidential Information, the Acquiror or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Company Confidential Information which counsel to the Acquiror or such Subsidiary advises the Acquiror or such Subsidiary is legally required to be disclosed; provided, however, that the Acquiror or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Company Confidential Informationsimilar relief.

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

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

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

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

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

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

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