Common use of Post-Closing Confidentiality Clause in Contracts

Post-Closing Confidentiality. (a) For a period of four (4) years following the Closing, the Seller 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 Buyer, the Company, any of their respective Affiliates or the Business as conducted prior to the Closing (collectively, “Company Confidential Information”), except that the Seller shall not have any obligation under this Section 6.8(a) with respect to any Company Confidential Information that (a) after the Closing becomes generally available to the public other than through a breach by the Seller, any of its Affiliates or any of its or their Representatives of their respective obligations under this Section 6.8(a) or (b) is provided to the Seller or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Buyer, the Company or any of their respective Affiliates. From and after the Closing, the Seller shall not, and **CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED** shall cause its Affiliates not to, and shall instruct its Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Buyer or the Company. Seller 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 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. Seller agrees to accept responsibility for any breach of this Section 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.

Post-Closing Confidentiality. (a) For a period of four three (43) years following the Closing, the Seller shall, shall (and shall cause its other Affiliates and Representatives to) maintain the confidentiality of, not use, and shall instruct its and their Representatives to, hold in confidence not divulge to any Person any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Buyer, the Company, including any of their respective Affiliates confidential discussions or the Business as conducted prior to the Closing negotiations related thereto (collectively, “Company Confidential Information”), except that the neither Seller nor any of its Affiliates or Representatives shall not have any obligation under this Section 6.8(a) ‎Section 7.3 with respect to any Company Confidential Information that that: (ai) after the Closing date of this Agreement becomes generally available to the public other than through a breach by the Seller, any of its Affiliates or any of its or their and Representatives of their respective the obligations under this Section 6.8(a) ‎Section 7.3; or (bii) is provided to the Seller or any of its Affiliates after the Closing by a third party that was not known to the receiving party to be bound by any duty of confidentiality to BuyerPurchaser, the Company or any of their respective Affiliates. From Notwithstanding anything to the contrary herein, Seller shall (and shall direct its Affiliates and Representatives to) maintain the confidentiality of, not use, and not divulge to any Person any Company Confidential Information constituting a Trade Secret in accordance with applicable Law until such time as such information no longer constitutes a Trade Secret. Prior to the Closing, Seller shall provide and shall cause all its other Associated Persons to provide all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning the Company in their respective possession to the Company and, at the request of the Company after the Closing, the Seller shall not, destroy any such information and **CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED** shall cause its Affiliates not to, and shall instruct its Representatives not to, use any Company Confidential Information except as expressly authorized materials in writing by Buyer their possession that is in written or the Company. Seller 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 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. Seller agrees to accept responsibility for any breach of this Section 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 Buyergraphic form.

Post-Closing Confidentiality. (a) For a period of four (4) years following the Closing, the Seller 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 Buyer, the Company, any of their respective Affiliates or the Business as conducted prior to the Closing (collectively, “Company Confidential Information”), except that the Seller shall not have any obligation under this Section 6.8(a) with respect to any Company Confidential Information that (a) after the Closing becomes generally available to the public other than through a breach by the Seller, any of its Affiliates or any of its or their Representatives of their respective obligations under this Section 6.8(a) or (b) is provided to the Seller or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Buyer, the Company or any of their respective Affiliates. From and after the Closing, Closing until the Seller shall notthird anniversary of the date hereof: (a) the Vendor Parties will, and **CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED** shall will cause its Affiliates not and representatives to, and shall instruct its Representatives not tomaintain in confidence any written, use any Company Confidential Information except as expressly authorized in writing by Buyer oral or other information to the extent relating to or obtained from the Purchased Assets or the Company. Seller shallBusiness or obtained from the Purchaser, its Affiliates or its representatives; and (b) the Purchaser will, and shall will cause its Affiliates and representatives to, maintain in confidence any written, oral or other information to the extent relating to or obtained from the Vendor Parties, their Affiliates or their representatives (other than information to the extent relating to the Purchased Assets or the Business), except, in each case, to the extent that: (i) the applicable Party or its Affiliates or representatives are required to disclose such information by or pursuant to Applicable Law; or (ii) such information can be shown to have been in the public domain (so long as such Party and shall instruct each its representatives were not responsible for such information becoming public). In addition, in the case of clause (i), to the extent permitted by Applicable Law, the disclosing Party agrees that it and its Affiliates and their respective Representatives to, take representatives will provide the same degree other Party with prompt written notice of care to protect the Company Confidential Information such requirement or request so that such Person uses to protect his, her Party may seek a protective order or its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care. Seller agrees to accept responsibility for any breach other appropriate remedy and/or waive compliance with the terms of this Section 6.8(a) 3.12(a). Each Party agrees that it and its Affiliates and representatives will use commercially reasonable efforts to cooperate with the other Party, to the extent permitted by any Applicable Law and at the sole cost and expense of the other Party, to obtain such a protective order or other remedy and to delay or cause its Affiliates and representatives to delay such disclosure in the meantime. Each Party agrees to disclose or furnish and cause its Affiliates and representatives to disclose or furnish only that portion of the information that such Party, Affiliate or representative concludes, after consultation with counsel, is required by Applicable Law to be disclosed or furnished and, to the extent permitted by Applicable Law and at the sole cost and expense of the other Party, each Party agrees that it and its Affiliates and representatives will use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such information (it being understood that this provision will not be construed to require such party or its Affiliates or Representativesrepresentatives to undertake any litigation or other legal proceedings). Each Party agrees in any event to give prompt written notice to the other Parties of any proposed disclosure made by it or its respective Affiliates or representatives pursuant to this Section 3.12(a), to the extent permitted by Applicable Law. For greater certainty, nothing in this Section 3.12(a) will preclude a Party from disclosing any such information for the avoidance purposes of doubtpreparing and filing any Tax Return or other Tax filing or for any dispute, from and after controversy or claim arising out of or relating to this Agreement, and, with respect to the Vendor Parties, subject to the consent of the Purchaser, not to be unreasonably withheld, disclosing any such information for the purposes of carrying out the Excluded Litigation. With respect to the Excluded Litigation, no consent will be required to disclose such information to a Vendor Party’s legal counsel or accountants in connection with the Excluded Litigation or to disclose information that has already been shared with an opposing party or its counsel or the relevant court or arbitrator prior to the Closing, the Company shall be deemed an Affiliate of Buyer.

Post-Closing Confidentiality. (a) For a period of four (4) five years following after the Closing, the Seller shallagrees to, and shall to cause its each of their Affiliates to, maintain the confidentiality of all confidential or proprietary information of 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 Buyer, the Company, any of their respective Affiliates or the Business as conducted prior with respect to the Company existing as of the Closing Date including, without limitation, Trade Secrets (collectively, “Company "Confidential Information”") and shall not disclose any Confidential Information except (i) where specifically required by Law or legal process pursuant to the reasonable advice of legal counsel to the Seller (and in such case only after providing the Buyer, where practicable, with sufficient notice to enable them to move for a protective order), except that (ii) to the Seller shall not have any obligation under this Section 6.8(a) with respect to any Company Confidential Information that (a) after the Closing extent such information becomes generally available to the public other than through as a breach result of a disclosure by the Seller, or any of its their Affiliates in violation of this Section 4.11, (iii) to the extent such information becomes available to the Seller, or their Affiliates on a non-confidential basis from a source other than the Buyer, provided that, to the knowledge of Seller, such source is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation (whether or not in writing) or (iv) to the extent independently developed by the Seller, or any of its Affiliates, without use of or their Representatives inclusion of their respective obligations under any Confidential Information. Notwithstanding the foregoing, the provisions of this Section 6.8(a) or (b) is provided 4.11 shall not apply to the Seller or any of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Buyer, the Company or any of their respective Affiliates. From and after the Closing, the Seller shall not, and **CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED** shall cause its Affiliates not to, and shall instruct its Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Buyer or the Company. Seller 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 Company Confidential Information that such Person uses to protect his, her or its own trade secrets was utilized jointly by both the Seller and confidential information of a similar nature, which shall be no less than a reasonable degree of care. Seller agrees to accept responsibility for any breach of this Section 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 Buyerprior to the Closing Date provided that both parties treat such Confidential Information in accordance with applicable law and any confidentiality agreements that they are bound by with respect to such Confidential Information.

Post-Closing Confidentiality. (a) For a period of four (4) years following the Closing, the The Seller shall, and shall cause ----------------------------- its Affiliates toofficers, directors, employees, Affiliates, agents, and shall instruct its and their Representatives other representatives to, hold in confidence (and not release or disclose to any Person other than the Buyer and all confidential, its authorized representatives) and not use for any purpose any (a) proprietary and non-public information and materials, whether in written, verbal, graphic regarding the Buyer or other form, concerning Buyer, the Company, any of their respective its Affiliates disclosed to the Seller or any of the other foregoing Persons in connection with the negotiation or preparation of this Agreement or otherwise in connection with the transactions contemplated hereby, or (b) proprietary information relating to the Purchased Assets or the Business as conducted in the possession of the Seller or any of the other foregoing Persons. Notwithstanding the foregoing, the confidentiality obligations of this Section 6.5 shall not apply to information that: (i) is required to be disclosed pursuant to an order or request of a judicial authority or Governmental Authority having competent jurisdiction (provided the Seller provides the Buyer with reasonable prior to the Closing (collectively, “Company Confidential Information”written notice thereof), except that (ii) is required to be disclosed by the Seller shall not in connection with obtaining the release of an Encumbrance, (iii) is required to be disclosed in the Bid Procedure Motion or the Sale Motion or is required to be disclosed at one or more hearings before the Bankruptcy Court seeking entry of the Bid Procedures Order or the Sale Approval Order, or (iv) can be shown to have any obligation under this Section 6.8(a) with respect to any Company Confidential Information that (a) after the Closing becomes been generally available to the public other than through as a result of a breach by of this Section 6.5 and provided each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the Seller, tax treatment and tax structure of the transaction and all materials of any of its Affiliates kind (including opinions or any of its or their Representatives of their respective other tax analyses) that are provided to such party relating to such tax treatment and tax structure. The obligations under this Section 6.8(a) or (b) is provided to 6.5 shall terminate on the Seller or any third anniversary of its Affiliates by a third party that was not known to the receiving party to be bound by any duty of confidentiality to Buyer, the Company or any of their respective Affiliates. From and after the Closing, the Seller shall not, and **CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED** shall cause its Affiliates not to, and shall instruct its Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Buyer or the Company. Seller 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 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. Seller agrees to accept responsibility for any breach of this Section 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 BuyerClosing Date.

Post-Closing Confidentiality. (a) For a period of four (4) years following the After Closing, the each Seller shalland its Affiliates shall hold and shall cause their respective Related Persons to hold in confidence, shall not disclose and shall cause its Affiliates toRelated Persons not to disclose to any Person (except for such disclosure as may be specifically required by law), and shall instruct its not use or permit to be used for the benefit of any other Person, any information concerning the business 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 affairs of Buyer, Holdings, the Company, Company and ASHI (the “Alpha Information”) and shall refrain from using and shall cause its Related Persons to refrain from using any of their respective Affiliates or the Business as conducted prior to the Closing (collectively, “Company Confidential Information”), Alpha Information except that the Seller shall not have any obligation under in connection with this Section 6.8(a) with Agreement. With respect to any Company Confidential Seller, the Alpha Information that shall not include information which (ai) after the Closing is or becomes generally available to the public other than through as a breach result of a disclosure by the such Seller, any of its Affiliates or its Related Persons, (ii) is or becomes available to such Seller after the Closing on a non-confidential basis from a source other than such Seller, its Affiliates or its Related Persons or employees of the Companies, provided, that the source of such information was not known by such Seller to be bound by a confidentiality agreement to Holdings, the Company or ASHI or any of its or their Representatives of their respective obligations under this Section 6.8(a) other party with respect to such information; or (biii) is was independently developed by such Seller without reference to the Alpha Information. Notwithstanding anything herein to the contrary, each party to this Agreement (and each Affiliate and Person acting on behalf of any such party agrees that each Party hereto (and each employee, representative, and other agent of such party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such Person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. If a Seller or any of its Affiliates by a third party that was not known or Related Persons is required to disclose any Alpha Information in order to avoid violating any applicable law, such Person will provide Buyer with prompt notice of such requirement. To the extent legally permissible, such Seller (or its Affiliate or Related Person) shall provide Buyer, in advance of any such disclosure, with copies of any Alpha Information the such Seller (or its Affiliate or Related Person) intends to disclose (and, if applicable, the text of the disclosure language itself) and shall cooperate with Buyer to the receiving party extent Buyer may seek to be bound by any duty limit such disclosure. If, in the absence of confidentiality to a protective order or the receipt of a waiver from Buyer, the Company Seller (or any its Affiliate or Related Person) is, on the advice of their respective Affiliates. From and after the Closingcounsel, the required by applicable law or legal process to disclose Alpha Information, such Seller shall not, and **CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED** shall cause (or its Affiliates not to, and shall instruct its Representatives not to, use any Company Confidential Information except as expressly authorized in writing by Buyer Affiliate or the Company. Seller 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 Company Confidential Information Related Person) may do so; provided that such Person uses to protect his, her Seller (or its own trade secrets and confidential information Affiliate or Related Person) shall disclose only such portion of a similar nature, which shall be no less than a reasonable degree of care. the Alpha Information as its legal counsel so advises such Seller agrees (or its Affiliate or Related Person) that it is required to accept responsibility for any breach of this Section 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 Buyerdisclose.