Common use of Post-Closing Purchaser Confidential Information Clause in Contracts

Post-Closing Purchaser Confidential Information. (a) Seller acknowledges that Purchaser Confidential Information is valuable and proprietary to Purchaser and Seller agrees from and after a Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Purchaser Confidential Information without the prior written consent of Purchaser. Information shall not be deemed to be Purchaser Confidential Information if it has become generally known or available within the industry or the public though no act or omission of Seller. (b) From and after a Closing with respect to any Acquired Companies Acquisition, Seller shall maintain any applicable Purchaser Confidential Information which has been or will be disclosed directly or indirectly to Seller by or on behalf of Purchaser in confidence by it and shall not disclose or cause to be disclosed by Seller or any third party without Purchaser’s prior express written consent; provided, however, that Seller may disclose Purchaser Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Seller in connection with the implementation of any Acquired Companies Acquisition; provided, further, that such persons have been informed of the duties required hereby and Seller causes such person to comply with such duties. From and after such Closing, if applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.3(b), to the extent permitted by applicable Law, Seller shall notify Purchaser of the same in writing not later than ten (10) Business Days following the disclosure. (c) Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of applicable Purchaser Confidential Information by Seller to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) to provide services to Purchaser or its Affiliates, pursuant to this Agreement or any of the other agreements entered into pursuant hereto, (v) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto or (vi) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Purchaser or its Affiliates, on the one hand, and Seller or its Affiliates, on the other hand.

Post-Closing Purchaser Confidential Information. (a) Seller acknowledges that Purchaser Confidential Information is valuable and proprietary to Purchaser and Seller agrees from and after a the Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Purchaser Confidential Information without the prior written consent of Purchaser. Information shall not be deemed to be Purchaser Confidential Information if it has become generally known or available within the industry or the public though no act or omission of Seller. (b) From and after a Closing with respect to any Acquired Companies Acquisitionthe Closing, Seller shall maintain any applicable Purchaser Confidential Information which has been or will be disclosed directly or indirectly to Seller by or on behalf of Purchaser in confidence by it and shall not disclose or cause to be disclosed by Seller or any third party without Purchaser’s prior express written consent; provided, however, that Seller may disclose Purchaser Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Seller in connection with the implementation of any Acquired Companies Acquisitionthe transactions contemplated by this Agreement; provided, further, that such persons have been informed of the duties required hereby and Seller causes such person to comply with such duties. From and after such the Closing, if applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.3(b), to the extent permitted by applicable Law, Seller shall notify Purchaser of the same in writing not later than ten (10) Business Days following the disclosure. (c) Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of applicable Purchaser Confidential Information by Seller to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) to provide services to Purchaser or its Affiliates, pursuant to this Agreement or any of the other agreements entered into pursuant hereto, (v) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto hereto, or (vi) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Purchaser or its Affiliates, on the one hand, and Seller or its Affiliates, on the other hand.