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

Post-Closing Seller Confidential Information. (a) Buyer acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Buyer agrees from and after the Closing not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information without the prior written consent of Seller or except as required by Law. Information shall not be deemed to be Seller Confidential Information if (i) it has become generally known or available within the industry or the public though no act or omission of Buyer; (ii) Buyer can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Buyer; (iii) it was received by Buyer from a third party who became aware of it through no act or omission of Buyer and who is not known to Buyer to be under an obligation of confidentiality to Seller; or (iv) Buyer can demonstrate it was independently developed by employees or consultants of Buyer. (b) From and after the Closing, Buyer shall maintain any Seller Confidential Information which has been or will be disclosed directly or indirectly to Buyer by or on behalf of Seller in confidence by it and shall not disclose or cause to be disclosed by Buyer or any third party without Seller’s prior express written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that Buyer may disclose Seller Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Buyer in connection with Buyer’s evaluation or implementation of the transactions contemplated by this Agreement; provided, further, that such persons have been informed of the duties required hereby.

Post-Closing Seller Confidential Information. (a) Buyer Purchaser acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Buyer Purchaser agrees from and after the Closing not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information without the prior written consent of Seller or except as required by LawSeller. Information shall not be deemed to be Seller Confidential Information if (i) it has become generally known or available within the industry or the public though no act or omission of BuyerPurchaser; (ii) Buyer Purchaser can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of BuyerPurchaser; (iii) it was received by Buyer Purchaser from a third party who became aware of it through no act or omission of Buyer Purchaser and who is not known to Buyer Purchaser to be under an obligation of confidentiality to Seller; or (iv) Buyer Purchaser can demonstrate it was independently developed by employees or consultants of BuyerPurchaser. (b) From and after the Closing, Buyer Purchaser shall maintain any Seller Confidential Information which has been or will be disclosed directly or indirectly to Buyer Purchaser by or on behalf of Seller in confidence by it and shall not disclose or cause to be disclosed by Buyer Purchaser or any third party without Seller’s prior express written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent; provided, however, that Buyer Purchaser may disclose Seller Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Buyer Purchaser in connection with BuyerPurchaser’s evaluation or implementation of the transactions contemplated by this Agreement; provided, further, that such persons have been informed of the duties required herebyhereby and Purchaser causes such persons to comply with such duties. From and after the Closing, if Seller Confidential Information is disclosed under the provisions of this Section 11.2(b), to the extent permitted by applicable Law, Purchaser shall notify Seller 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 Seller Confidential Information by Purchaser 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) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto, or (v) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand.

Post-Closing Seller Confidential Information. (a) Buyer Purchaser acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Buyer Purchaser agrees from and after the a Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Seller Confidential Information without the prior written consent of Seller or except as required by LawSeller. Information shall not be deemed to be Seller Confidential Information if (i) it has become generally known or available within the industry or the public though no act or omission of BuyerPurchaser; (ii) Buyer Purchaser can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of BuyerPurchaser; (iii) it was received by Buyer Purchaser from a third party who became aware of it through no act or omission of Buyer Purchaser and who is not known to Buyer Purchaser to be under an obligation of confidentiality to Seller; or (iv) Buyer Purchaser can demonstrate it was independently developed by employees or consultants of BuyerPurchaser. (b) From and after the Closinga Closing with respect to any Acquired Companies Acquisition, Buyer Purchaser shall maintain any applicable Seller Confidential Information which has been or will be disclosed directly or indirectly to Buyer Purchaser by or on behalf of Seller in confidence by it and shall not disclose or cause to be disclosed by Buyer Purchaser or any third party without Seller’s prior express written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent; provided, however, that Buyer Purchaser may disclose applicable Seller Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Buyer Purchaser in connection with BuyerPurchaser’s evaluation or implementation of the transactions contemplated by this Agreementany Acquired Companies Acquisition; provided, further, that such persons have been informed of the duties required herebyhereby and Purchaser causes such persons to comply with such duties. From and after such Closing, if applicable Seller Confidential Information is disclosed under the provisions of this Section 11.2(b), to the extent permitted by applicable Law, Purchaser shall notify Seller 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 such applicable Seller Confidential Information by Purchaser 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) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto or (v) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand.