Seller Confidentiality. Until the seven year anniversary of the Closing Date, Seller shall not, and Seller shall cause its partners and Affiliates and its and their respective representatives who receive access to Confidential Information (and, in the case of such Persons that are entities, that have executed separate confidentiality agreements with Buyer in order to receive such access) (“Receiving Parties”) not to, use or disclose to any third party, any Confidential Information; provided, that nothing herein or in the other Transaction Documents shall be construed as precluding, prohibiting, restricting or otherwise limiting the ability of Seller (or its partners or Affiliates or any of its and their respective representatives who, in all cases, are Receiving Parties) to make any disclosures of Confidential Information (a) to the extent required by applicable Law, (b) to provide financial information relating to such Confidential Information that is customarily disclosed to its current or prospective limited partners or investors so long as such information is disclosed pursuant to customary confidentiality agreements, (c) to use Confidential Information to the extent required for regulatory or Tax compliance purposes or (d) in connection with the defense of any claim under this Agreement; provided, further, that Seller shall promptly provide Buyer, to the extent legally permissible, with prior written notice of any such requirement, including so that Buyer may seek a protective order or other appropriate remedy in advance of such disclosure and participate in any proceeding related thereto; provided, further, that no such notice shall be required in the event Seller is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight not targeting the Company, Buyer or the Confidential Information. For purposes of this Agreement, “Confidential Information” consists of all confidential or proprietary information and data related to the business of the Group Companies (including Owned Intellectual Property and any competitively sensitive information relating to the business of the Group Companies existing as of the Closing Date), the Company, Buyer or its Affiliates and all information retrieved or retained pursuant to Section 6.7, in each case, that is not generally available to the public (unless it becomes generally available to the public due to a breach by Seller of this Agreement).
Seller Confidentiality. Seller shall keep confidential, and cause its respective Affiliates and each of their respective officers, directors, employees, representatives and advisors to keep confidential (i) from the date hereof, all Confidential Information being provided to Seller by or on behalf of Purchaser regarding Purchaser, any of its Affiliates, and any of its or their businesses in connection with the transactions contemplated by this Agreement and (ii) after the Closing Date and subject to the consummation of the Closing, all Confidential Information regarding the Buisness, Purchased Assets, Assumed Liabilities, and Subsidiary.
Seller Confidentiality. Until the third anniversary of the Closing (or, with respect to information relating to any Assigned Contract, until the termination date of such contract, if later), the Seller will treat and hold as confidential all of the confidential information relating to the Buyer disclosed to the Seller in the course of the Seller's investigation of the Buyer and all of the confidential information relating to the Purchased Assets previously treated by Seller as confidential (the "Buyer Confidential Information"), and shall refrain from using or disclosing any of the Buyer Confidential Information, except (a) to authorized representatives of the Seller expressly in connection with the transactions contemplated hereby, or (b) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.5), unless disclosure is required by law or order of any governmental authority under color of law. In the event that the Seller is requested or required (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Buyer Confidential Information, the Seller will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 5.5. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller is, based on an opinion of counsel, compelled to disclose any Buyer Confidential Information to any tribunal or else stand liable for contempt, the Seller may disclose the Buyer Confidential Information to the tribunal; provided, however, that the -------- ------- Seller shall, upon
Seller Confidentiality. 17 5.6 Cooperation.......................................................................... 18 5.7
Seller Confidentiality. For a period of three years after the Closing Date, Seller shall keep confidential, and cause its Affiliates and its and their respective Representatives to keep confidential, all information relating to the Business, except as required by law or administrative process and except for information that is available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 5.02(b).
Seller Confidentiality. (i) From and after the Closing, Seller will not, and Seller will cause its Affiliates and its and their Representatives not to, directly or indirectly, use or disclose (other than to or on behalf of Buyer) any Buyer Proprietary Information. This Section 5.8(b) shall survive the Closing and shall continue indefinitely; provided, however, that the restrictions in this Section 5.8(b) shall terminate on the fifth (5th) anniversary of the Closing with respect to any Buyer Proprietary Information that does not then constitute a trade secret under applicable Legal Requirements. Nothing in this Section 5.8(b) shall be construed to limit or supersede the common law of torts or statutory or other protection of trade secrets where such law provides greater or longer protection than provided in this Section 5.8(b).
(ii) For purposes of this Section 5.8(b), “Buyer Proprietary Information” means any and all technical, business and other information of or relating to the Business, any Acquired Asset, or Buyer or any of its Affiliates or Representatives that derives value, actual, potential, economic or otherwise, from not being generally known to other Persons, which is not generally known to the public or to any other Person, including technical or nontechnical data, compositions, devices, methods, techniques, drawings, inventions, processes, machinery, financial data, financial plans, product plans, lists concerning actual or potential customers or suppliers, information regarding acquisition and investment plans and strategies, business plans or operations, information created or developed for Buyer under the Transition Services Agreement. Seller hereby confirms that after the Closing the Buyer Proprietary Information includes all information and rights to information that constitute an Acquired Asset.
Seller Confidentiality. Seller expressly acknowledges and agrees that the transactions contemplated by this Agreement and the terms, conditions and negotiations concerning the same shall be held in the strictest confidence by Seller and shall not be disclosed by Seller except to its legal counsel, surveyor, title company, broker, accountants, consultants, officers, partners, directors and shareholders and any lenders, financial partners and their agents, consultants and representatives (the “Seller Authorized Representatives”). Seller agrees that it shall instruct each of the Seller Authorized Representatives to maintain the confidentiality of such information. Seller agrees to be responsible for all actual damages, losses, costs, liabilities and expenses incurred by or asserted against Purchaser due to the breach by Seller or any Seller Authorized Representative of the confidentiality provisions set forth in this Agreement. Nothing contained in this Section 15.1.2 shall preclude or limit Seller from disclosing or accessing any information otherwise deemed confidential under this Section 15.1.2 in connection with Seller’s enforcement of its rights following a disagreement hereunder or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with Authorities required by reason of the transactions provided for herein. The provisions of this Section 15.1.2 shall survive any termination of this Agreement but shall not survive the Closing.
Seller Confidentiality. From and after the Closing, Seller(s) shall, and shall cause their Affiliates to, hold, and shall use their commercially reasonable efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Buyer, Targets, Acquired Subsidiaries, and SHPA, except to the extent that Seller(s) and their Affiliates can show that such information (a) is generally available to and known by the public through no fault of Seller(s), their Affiliates, or their respective Representatives; or (b) is lawfully acquired by Seller(s), any of their Affiliates, or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller(s), any of their Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller(s) and/or any of their Affiliates shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller(s) and/or any of their Affiliates is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller(s) and/or any of their Affiliates shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. Notwithstanding the foregoing, the Seller(s) and/or any of their Affiliates must make a press release concerning this transaction and make certain audit, financial, and informational reporting requirements under state gaming regulatory bodies, state and federal securities agencies in Israeli and under the United States securities laws and regulations; and further, Seller(s) and shall be permitted to make truthful statements regarding this transaction after reasonable notice is provided to and consultation with the Buyer and its Affiliates.
Seller Confidentiality. For two (2) years after the Closing Date, Seller (or any of its representatives or Affiliates) shall not at any time use or disclose to or for the benefit of any Person other than Buyer any confidential information, knowledge or data of the Company or relating to its business (including information relating to accounts, financial dealings, transactions, trade secrets, intangibles, customer lists, pricing lists, processes, plans and proposals), whether or not marked or otherwise identified as confidential or secret (the “Company Confidential Information”). Seller shall use commercially reasonable efforts to cause its sales personnel to destroy all Company Confidential Information in the direct possession and control of such sales personnel, including copies thereof in the direct possession and control of such sales personnel in any form or media, including any notes, analyses, compilations, forecasts, or other documents which contain Company Confidential Information. Seller’s use of commercially reasonable efforts to cause the destruction of Company Confidential Information in the direct possession and control of its sales personnel in accordance with this Section 8.1.7 shall be certified in writing to Buyer by an authorized officer of Seller within ten (10) business days following Closing. After its delivery of such certification, to the extent Seller becomes aware that any of its sales personnel is in direct possession and control of any Company Confidential Information in violation of this Section 8.1.7, Seller shall cause such sales personnel to promptly destroy such Company Confidential Information. In the event that Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Company Confidential Information, Seller shall notify Buyer promptly of the request or requirement so that Buyer (at Buyer’s cost) may seek an appropriate protective order or waive compliance with the provisions of this Section 8.1.7. If, in the absence of a protective order or the receipt of a waiver under this Section 8.1.7, Seller is, on the advice of counsel, compelled to disclose any Company Confidential Information to any Governmental Authority, Seller may disclose the Company Confidential Information to the Governmental Authority; provided, however, that Seller shall use its reasonable efforts to obtain, at the reasonable request a...
Seller Confidentiality. Subject to Section 12.2, for one year from the Closing Date, Seller shall keep confidential all information relating to MSWC and the Subsidiaries that is not generally known in the trade or industry and about which Seller has knowledge as a result of its participation in, and beneficial ownership of, MSWC and the Subsidiaries (“Confidential Information”). As used herein, Confidential Information shall not include: (i) any information that is subsequently disclosed by Buyer to third parties without confidentiality restrictions, (ii) any information that is required to be disclosed pursuant to court order, government rules and regulations or similar legal process, (iii) information that becomes publicly known through no unauthorized act of Seller, (iv) information independently developed by employees of Seller with no access to the Confidential Information, (v) information used in connection with obtaining consents or approvals set forth in this Agreement and (vi) information used in connection with exercising or enforcing rights under this Agreement.
