Post-Closing Confidentiality Sample Clauses
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Post-Closing Confidentiality. ▇▇▇▇ agrees and acknowledges that, from and after the Closing, all of the Confidential Information solely relating to either any Acquired Entity or the Business (the “Post-Closing Confidential Information”) will be proprietary to and owned by the Acquired Entities, and ▇▇▇▇ shall treat and hold all such Post-Closing Confidential Information as confidential; provided, that “Post-Closing Confidential Information” shall not include: (i) any information that is or has become generally available to the public (other than as a result of disclosure by ▇▇▇▇ in breach of this Agreement or the Transaction Documents); (ii) any information that has been independently developed by ▇▇▇▇ or its Representatives after the Closing entirely from sources other than the Post-Closing Confidential Information; and (iii) information made available after the Closing to ▇▇▇▇ or its Representatives on a non-confidential basis by any third party not prohibited from disclosing such information by a legal obligation to any other Person. Notwithstanding the foregoing, ▇▇▇▇ may disclose Post-Closing Confidential Information to the extent such disclosure is (x) required by Legal Requirement, or legal process, including pursuant to the rules or regulations of any national securities regulator or any listing agreement with, or the rules or regulations of, any national securities exchange or national quotation system on which any securities of ▇▇▇▇ are listed or traded (including any periodic reports to shareholders required by SEC or NYSE rules or regulations) or (y) legally compelled to do so under the terms of a subpoena, order, civil investigative demand or similar process issued by a Governmental Authority. In the event that ▇▇▇▇ or any of its Representative is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Dole shall notify ITOCHU promptly of the request or requirement so that ITOCHU may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4. If, in the absence of a protective order or the receipt of a waiver hereunder, ▇▇▇▇ or any Representative of ▇▇▇▇ is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, ▇▇▇▇ or any such ▇▇▇▇ Representative may disclose such Post-Closing C...
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 jurisdi...
Post-Closing Confidentiality. (a) From and after the Closing, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Business, the Transferred Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event the Company or any of its Subsidiaries is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, the Company or such Subsidiary shall provide the Acquiror with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Acquiror may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Acquiror, the Company or such Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, the Company or such Subsidiary may disclose to the applicable Governmental Entity only that portion of the Business Confidential Information which counsel to the Company or such Subsidiary advises the Company or such Subsidiary is legally required to be disclosed; provided, however, that the Company or such Subsidiary shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information.
(b) From and after the Closing, the Acquiror shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, keep confidential and not use any non-public information relating to the Company, its Subsidiaries and the Company’s and its Subsidiaries’ businesses (other than the Business) (such information, the “Company Confidential Information”). In the event the Acquiror or any of its Subsidiaries is required by any Legal Process to disclose any of the Company Confidential Information, the Acquiror or such Subsidiary shall provide the Company with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.17(b). If, in the...
Post-Closing Confidentiality. From and after the Closing, Seller will, and will cause its Affiliates to, hold in strict confidence, and will not use to the detriment of Buyer or any of its Affiliates, all information with respect to the Business. Notwithstanding the foregoing, Seller may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of law, (ii) if the same hereafter is in the public domain through no fault of Seller, or (iii) if the same is later acquired by Seller from another source and Seller is not aware that such source is under an obligation to another Person to keep such information confidential.
Post-Closing Confidentiality. The Seller acknowledges intent to fully and effectively convey to the Buyer all proprietary rights, including the Intellectual Property Rights of Business, to be transferred to the Buyer pursuant hereto. Accordingly, the Seller shall at all times keep confidential and shall not disclose to others any proprietary rights, including the Intellectual Property Rights, and shall not use or permit to be used any proprietary rights or any Intellectual Property Rights for any purpose other than the performance of obligations to the Buyer.
Post-Closing Confidentiality. From the Closing until the second anniversary of the Closing Date, the Sellers shall, and shall cause their respective Representatives to, hold, in confidence any and all information of a proprietary nature, concerning the Acquired Companies, except to the extent that that such information (a) is generally available to or becomes known by the public through no fault of the Sellers or their respective Representatives in violation of this Section 6.14; or (b) is lawfully acquired by the Sellers or any of their respective Affiliates from and after the Closing from sources which are not prohibited, to the knowledge of the Sellers or such Affiliate, from disclosing such information by a legal, contractual or fiduciary obligation; provided, however, that if a Seller or any of its Affiliates is compelled or requested to disclose any information by judicial or administrative process or by other requirements of Law or Governmental Authority, such Seller shall be permitted to disclose such information, provided that such Seller shall disclose only that portion of such information which such Seller is advised by counsel (which may be in-house counsel) in writing is required or requested to be disclosed. Notwithstanding the foregoing, nothing herein shall restrict (i) any Seller from disclosing any such information (a) to the extent reasonably required in connection with any dispute or Proceeding related to this Agreement or (b) to any of its Representatives, and (ii) any Fortress Seller from making ordinary course disclosures to its and its Affiliates’ existing or potential investors.
Post-Closing Confidentiality. For a period of five (5) years following the Closing Date, each party will treat and hold, and will use commercially reasonable efforts to cause its Affiliates and its and their respective Representatives to treat and hold, in strict confidence from any Person (other than any such Affiliates or Representative) all documents and information concerning the other party or any of its Affiliates (including any Confidential Information) and shall refrain from using any of such documents and information unless (i) such documents or information can be shown to have been (A) in the public domain through no fault of such receiving party or (B) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential. In the event that a party is requested or required pursuant to written or oral question or request for information or documents in any Proceeding or similar process to disclose any such documents or information, such party will notify the other party promptly of the request or requirement so that the other party may seek an appropriate protective order or waive compliance with the provisions of this Section 8.3. If, in the absence of a protective order or the receipt of a waiver hereunder, a party is, on the advice of counsel, compelled to disclose any such documents or information to any tribunal or else stand liable for contempt, then such party may disclose such documents or information to the tribunal; provided, however, that it shall use commercially reasonable efforts to obtain, at the request and expense of the other party, an order or other assurance that confidential treatment will be accorded to such portion of such documents or information required to be disclosed as Purchaser shall designate. Notwithstanding anything to the contrary in this Section, Seller, or its Affiliates, including Parent, may make public all information necessary to disclose this transaction, under the advice and guidance of counsel, to comply with all applicable laws and regulations, and may provide this Agreement for review to any third party financial advisor, consultant, tax advisor, potential acquirer, investor or financing source so long as the third party recipient has executed a confidentiality agreement, pursuant to a form of confidentiality agreement reasonably acceptable to Purchaser provided that Seller will notify Purchaser...
Post-Closing Confidentiality. After the Closing Date, each member of the Purchasing Group covenants and agrees that it shall promptly return to Seller all documents, papers, books, records and other materials (and all copies thereof) concerning Seller's business obtained by such member in connection with the investigation and evaluation of the Business or the transactions contemplated hereby, destroy all other documents prepared by such member which are based on the documents so obtained, refrain from using any information in the documents of a confidential nature relating in any way to Seller, and refrain from making any adverse statements about Seller, its business and its Affiliates that could reasonably be expected to, and that do, have a material adverse consequence to Seller or its corporate Affiliates other than any such statements included in the filing of a complaint or as required by law or in testimony (or in any interview with an officer of the court or governmental agency) in connection with a legal action in which such member is a party or is threatened to be made a party or pursuant to valid legal process.
Post-Closing Confidentiality. (a) For a period of four (4) years from the Closing Date, Seller shall hold and shall cause its Affiliates to hold, and shall each cause its past, present and future representatives to hold, in confidence and not use, disclose or release without the prior written consent of Purchaser, any and all Purchaser Confidential Information; provided, that Seller may disclose, or may permit disclosure of, Purchaser Confidential Information (i) to its representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to Seller and in respect of whose failure to comply with such obligations Seller will be responsible or (ii) to the extent legally compelled to do so if Seller, its Affiliates or its representatives are compelled to disclose any such Purchaser Confidential Information by judicial or administrative process or, in the opinion of independent legal counsel, by other requirements of Law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Purchaser Confidential Information is made pursuant to clause (ii) above, Seller shall promptly notify Purchaser of the existence of such request or demand and shall provide Purchaser a reasonable opportunity to seek an appropriate protective order or other remedy, which Seller will cooperate with Purchaser in obtaining (each at its own expense). In the event that such appropriate protective order or other remedy is not obtained, Seller shall furnish, or cause to be furnished, only that portion of the Purchaser Confidential Information that is legally compelled to be disclosed. “Purchaser Confidential Information” shall mean all proprietary technical, economic, operational, financial and/or other business information or material of the Target Companies or any of their Subsidiaries, in written, electronic, or visual form.
Post-Closing Confidentiality. Parent shall keep confidential, and shall cause its Affiliates and Representatives to keep confidential, all information relating to the Business, the Transferred Companies or the Non-Controlled Companies (“Confidential Information”), except (a) with the prior written consent of Buyer; (b) to the extent necessary to comply with applicable Legal Requirements, including federal securities laws, the valid Order of a court of competent jurisdiction or any Proceeding, in which event, to the extent permitted by such Legal Requirement, Order or Proceeding, Parent shall notify Buyer as promptly as practicable (and, if possible, prior to the making of such disclosure); (c) to the extent such Confidential Information is available to the public through no fault of Parent or any Affiliate of Parent; (d) to the extent such Confidential Information becomes available after the Closing Date to Parent or any of its Affiliates from a third Person who is under no confidential or fiduciary obligation to Buyer or its Affiliates with respect to such Confidential Information; (e) to the extent Parent can demonstrate that such Confidential Information was independently developed by Parent or its Affiliates after the Closing Date without violating this Section 4.21; or (f) to the extent such Confidential Information is used in the enforcement of any of the rights of Parent or any of its Affiliates under this Agreement or the other Ancillary Documents or in the defense of any Proceeding brought against Parent or one of its Affiliates. The obligations of Parent pursuant to this Section 4.21 shall cease five (5) years following the Closing, except that such obligations shall survive indefinitely in respect of Confidential Information that are trade secrets, proprietary information and know-how of the Business, the Transferred Companies or the Non-Controlled Companies.