Common use of Post-Closing Confidentiality Clause in Contracts

Post-Closing Confidentiality. (a) From and after the Closing, each Seller shall, and shall instruct his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Purchaser, the Company or any of their respective Affiliates (collectively, “Company Confidential Information”), except that no Seller shall have any obligation under this Section 7.2 with respect to any Company Confidential Information that: (i) after the date of this Agreement becomes generally available to the public other than through a breach by the applicable Seller, any of his, her or its Affiliates or any of his, her or its or their respective Representatives of their respective obligations under this Section 7.2; (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information; or (iv) is provided to the applicable Seller or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Purchaser, the Company or any of their respective Affiliates. (b) From and after the Closing, no Seller shall, and each Seller shall cause his, her or its Affiliates not to, and shall instruct his, her or its and their respective Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Purchaser or the Company. Each Seller shall, and shall instruct his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, take the same degree of care to protect the Company Confidential Information that such Person uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, no Seller shall be in breach of this Section 7.2 as a result of any disclosure of Company Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such Seller; provided, however, that the applicable Seller shall give advance written notice of such compelled disclosure to Purchaser, and shall cooperate with Purchaser (at Purchaser’s sole expense) in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable Seller shall disclose only that portion of such Company Confidential Information which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) Each Seller agrees to accept responsibility for any breach of this Section 7.2 by any of his, her or its Affiliates or any of his, her or its or their respective Representatives.

Post-Closing Confidentiality. (a) From and after For a period of four (4) years following the Closing, each the Seller shall, and shall instruct his, her or cause its Affiliates to, and shall instruct his, her or its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning PurchaserBuyer, the Company or Company, any of their respective Affiliates or the Business as conducted prior to the Closing (collectively, “Company Confidential Information”), except that no the Seller shall not have any obligation under this Section 7.2 6.8(a) with respect to any Company Confidential Information that: that (ia) after the date of this Agreement Closing becomes generally available to the public other than through a breach by the applicable Seller, any of his, her or its Affiliates or any of his, her or its or their respective Representatives of their respective obligations under this Section 7.2; (ii6.8(a) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information; or (ivb) is provided to the applicable Seller or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to PurchaserBuyer, the Company or any of their respective Affiliates. (b) . From and after the Closing, no the Seller shallshall not, and each Seller shall cause his, her or its Affiliates not to, and shall instruct his, her or its and their respective Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Purchaser Buyer or the Company. Each Seller shall, and shall instruct his, her or cause its Affiliates to, and shall instruct his, her or each of its and their respective Representatives to, take the same degree of care to protect the Company Confidential Information that such Person uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, no Seller shall be in breach of this Section 7.2 as a result of any disclosure of Company Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such Seller; provided, however, that the applicable Seller shall give advance written notice of such compelled disclosure to Purchaser, and shall cooperate with Purchaser (at Purchaser’s sole expense) in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable Seller shall disclose only that portion of such Company Confidential Information which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) Each . Seller agrees to accept responsibility for any breach of this Section 7.2 6.8(a) by any of its Affiliates or Representatives. For the avoidance of doubt, from and after the Closing, the Company shall be deemed an Affiliate of Buyer. (b) For a period of four (4) years following the Closing, Buyer shall, and shall cause its Affiliates to, and shall instruct its and their Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning the Seller, any Seller Group member, or any of its or their respective Affiliates (other than any such information and materials relating to the Business as conducted following the Closing) (collectively, “Seller Confidential Information”), except that Buyer shall not have any obligation under this Section 6.8(b) with respect to any Seller Confidential Information that (a) after the Closing becomes generally available to the public other than through a breach by Buyer, any of its Affiliates or any of its or their Representatives of their respective obligations under this Section 6.8(b) or (b) is provided to Buyer or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to the Seller or any of its Affiliates. From and after the Closing, Buyer shall not, and shall cause its Affiliates not to, and shall instruct its Representatives not to, use any Seller Confidential Information except as expressly authorized in writing by the Seller or any Seller Group member. Buyer shall, and shall cause its Affiliates to, and shall instruct each of its and their respective Representatives to, take the same degree of care to protect the Seller Confidential Information that such Person uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. Buyer agrees to accept responsibility for any breach of this Section 6.8(b) by any of its Affiliates or any of his, her or its or their respective Representatives. For the avoidance of doubt, from and after the Closing, the Company shall not be an Affiliate of the Seller.

Post-Closing Confidentiality. (a) From and after the Closing, each of Seller and the Stockholders shall, and shall instruct his, her or cause its Affiliates to, and shall instruct his, her or its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning PurchaserBuyer, its Affiliates, the Company Business or any of their respective Affiliates the Transferred Assets (collectively, “Company Business Confidential Information”), except that no Seller and the Stockholders shall not have any obligation under this Section 7.2 5.7 with respect to any Company Business Confidential Information that: that (i) as of the date of this Agreement is, or after the date of this Agreement becomes becomes, generally available to the public other than through a breach by Seller, the applicable SellerStockholders, any of his, her or its their Affiliates or any of his, her or its or their respective Representatives of their respective obligations under this Section 7.2; 5.7, or (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information; or (iv) is provided to the applicable Seller such party or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Purchaser, the Company or any of their respective AffiliatesBuyer. (b) From and after the Closing, no each of Seller shalland the Stockholders shall not, and each Seller shall cause his, her or its Affiliates not to, and shall instruct his, her or its and their respective Representatives not to, use any Company Business Confidential Information except as expressly authorized in writing by Purchaser or the CompanyBuyer. Each of Seller and the Stockholders shall, and shall instruct his, her or cause its Affiliates to, and shall instruct his, her or its and their respective Representatives to, take the same degree of care to protect the Company Business Confidential Information that such Person party uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, no Seller and the Stockholders shall not be in breach of this Section 7.2 5.7 as a result of any disclosure of Company Business Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such Sellerparty; provided, however, that the applicable Seller such party shall give advance written notice of such compelled disclosure to PurchaserBuyer, and shall cooperate with Purchaser (at Purchaser’s sole expense) Buyer in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable Seller such party shall disclose only that portion of such Company Business Confidential Information which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) Each Seller agrees to accept responsibility for any breach of this Section 7.2 by any of his, her or its Affiliates or any of his, her or its or their respective Representatives.

Post-Closing Confidentiality. (a) From and after the Closing, each Seller shall, and shall instruct his, her or cause its Affiliates to, and shall instruct his, her or its and their respective Representatives officers, directors and employees to, hold in confidence and not disclose any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning PurchaserBuyer, its Affiliates, the Company Business or any of their respective Affiliates the Transferred Assets (collectively, “Company Business Confidential Information”), except that no Seller shall not have any obligation under this Section 7.2 6.6 with respect to any Company Business Confidential Information that: that (i) as of the date of this Agreement is, or after the date of this Agreement becomes becomes, generally available to the public other than through a breach by the applicable Seller, any of his, her or its Affiliates or any of his, her or its or their respective Representatives officers, directors or employees of their respective obligations under this Section 7.2; 6.6, or (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information; or (iv) is provided to the applicable Seller or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Purchaser, the Company or any of their respective AffiliatesBuyer. (b) From and after the Closing, no Seller shallshall not, and each Seller shall cause his, her or its Affiliates not to, and shall instruct his, her or its and their respective Representatives officers, directors and employees not to, use any Company Business Confidential Information except as expressly authorized in writing by Purchaser Buyer or the Companyin connection with any Proceedings between Buyer or any of its Affiliates and Seller. Each Seller shall, and shall instruct his, her or cause its Affiliates to, and shall instruct his, her or its and their respective Representatives officers, directors and employees to, take the same degree of care to protect [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. the Company Business Confidential Information that such Person party uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, no Seller shall not be in breach of this Section 7.2 6.6 as a result of any disclosure of Company Business Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such Seller; provided, however, that the applicable Seller shall give advance written notice of such compelled disclosure to PurchaserBuyer, and shall cooperate with Purchaser (at Purchaser’s sole expense) Buyer in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable Seller shall disclose only that portion of such Company Business Confidential Information which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) Each Seller agrees to accept responsibility for any breach of this Section 7.2 by any of his, her or its Affiliates or any of his, her or its or their respective Representatives.

Post-Closing Confidentiality. (a) a. From and after the Closing, each Seller Member shall, and shall instruct cause his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning PurchaserParent, the Company or any of their respective Affiliates or any of their respective Intellectual Property (collectively, “Company Confidential Information”), except that no Seller Member shall have any obligation under this Section 7.2 6.5 with respect to any Company Confidential Information that: (i) after the date of this Agreement becomes generally available to the public other than through a breach by the applicable SellerMember, any of his, her or its Affiliates or any of his, her or its or their respective Representatives of their respective obligations under Section 6.2 or this Section 7.2; (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information6.5; or (ivii) is provided to the applicable Seller Member or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to PurchaserParent, the Surviving Company or any of their respective Affiliates. In addition, each Member is allowed to disclose any particular item of Company Confidential Information to his, her or its respective tax, accounting or legal Representatives to the extent such tax, accounting or legal Representative has a need to know such information (in the provision of the Representative’s tax, accounting or legal services to the Member) and is informed of the confidential nature of such information. (b) b. From and after the Closing, no Seller Member shall, and each Seller Member shall cause his, her or its Affiliates not to, and shall instruct his, her or its and their respective Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Purchaser Parent or the Surviving Company. Each Seller Member shall, and shall instruct cause his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, take the same degree of care to protect the Company Confidential Information that such Person uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) c. Notwithstanding the foregoing, no Seller Member shall be in breach of this Section 7.2 6.5 as a result of any disclosure of Company Confidential Information that is required by applicable Law Legal Requirements or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such SellerMember; provided, however, that the applicable Seller Member shall give advance written notice of such compelled disclosure to PurchaserParent, and shall cooperate with Purchaser (at Purchaser’s sole expense) Parent in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable Seller Member shall disclose only that no larger portion of such Company Confidential Information than that which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) d. Each Seller Member agrees to accept responsibility and liability for any breach of this Section 7.2 6.5 by any of his, her or its Affiliates or any of his, her or its or their respective Representatives.

Post-Closing Confidentiality. (a) From and after the Closing, each Seller shall, and shall instruct his, cause his or her or its Affiliates to, and shall instruct his, his or her or its and their respective Representatives officers, directors and employees to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning PurchaserBuyer, the Company or any of their respective Affiliates (collectively, “Company Confidential Information”), except that no such Seller shall not have any obligation under this Section 7.2 5.6 with respect to any Company Confidential Information that: (i) as of the date of this Agreement is, or after the date of this Agreement becomes becomes, generally available to the public other than through a breach by the applicable such Seller, any of his, his or her or its Affiliates or any of his, his or her or its or their respective Representatives officers, directors or employees of their respective obligations under this Section 7.25.6; or (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information; or (iv) is provided to the applicable such Seller or any of his, his or her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to PurchaserBuyer, the Company or any of their respective Affiliates. (b) From and after the Closing, no Seller shall, and each Seller shall not, and shall cause his, her or its Affiliates not to, and shall instruct his, his or her or its and their respective Representatives officers, directors and employees not to, use any Company Confidential Information except as expressly authorized in writing by Purchaser Buyer or the Company. Each Seller shall, and shall instruct his, cause his or her or its Affiliates to, and shall instruct his, his or her or its and their respective Representatives officers, directors and employees to, take the same degree of care to protect the Company Confidential Information that such Person party uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, no each Seller shall not be in breach of this Section 7.2 5.6 as a result of any disclosure of Company Confidential Information that is required by applicable Law or that is required by any Governmental Entity Authority or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such Seller; provided, however, that the applicable such Seller shall give advance written notice of such compelled disclosure to PurchaserBuyer, and shall cooperate with Purchaser (at Purchaser’s sole expense) Buyer in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable such Seller shall disclose only that portion of such Company Confidential Information which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) Each Seller agrees to accept responsibility for any breach of this Section 7.2 by any of his, her or its Affiliates or any of his, her or its or their respective Representatives.

Post-Closing Confidentiality. (a) From and after the Closing, each Seller shall, and shall instruct cause his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Purchaser, the Company or any of their respective Affiliates (collectively, “Company Confidential Information”), except that no Seller shall have any obligation under this Section 7.2 6.2 with respect to any Company Confidential Information that: (i) as of the date of this Agreement is, or after the date of this Agreement becomes becomes, generally available to the public other than through a breach by the applicable Seller, any of his, her or its Affiliates or any of his, her or its or their respective Representatives of their respective obligations under this Section 7.2; (ii) is already known to, or in the possession of, the applicable Seller prior to disclosure by Purchaser, free of any confidentiality obligation known to the Seller; (iii) is independently developed by the applicable Seller by activity not involving the use of or reference to the applicable Company Confidential Information6.2; or (ivii) is provided to the applicable Seller or any of his, her or its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Purchaser, the Company or any of their respective Affiliates. (b) From and after the Closing, no Seller shall, and each Seller shall cause his, her or its Affiliates not to, and shall instruct his, her or its and their respective Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Purchaser or the Company. Each Seller shall, and shall instruct cause his, her or its Affiliates to, and shall instruct his, her or its and their respective Representatives to, take the same degree of care to protect the Company Confidential Information that such Person party uses to protect his, her or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. (c) Notwithstanding the foregoing, no Seller shall be in breach of this Section 7.2 6.2 as a result of any disclosure of Company Confidential Information that is required by applicable Law or that is required by any Governmental Entity or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over such Seller; provided, however, that the applicable Seller shall give advance written notice of such compelled disclosure to Purchaser, and shall cooperate with Purchaser (at Purchaser’s sole expense) in connection with any efforts to prevent or limit the scope of such disclosure; and provided further, that the applicable Seller shall disclose only that portion of such Company Confidential Information which such Seller is advised by his, her or its counsel is legally required to be disclosed. (d) Each Seller agrees to accept responsibility for any breach of this Section 7.2 by any of his, her or its Affiliates or any of his, her or its or their respective Representatives.