Post-Closing Confidentiality. Xxxx 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 Xxxx 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 Xxxx in breach of this Agreement or the Transaction Documents); (ii) any information that has been independently developed by Xxxx 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 Xxxx 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, Xxxx 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 Xxxx 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 Xxxx 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, Xxxx or any Representative of Xxxx is, on the advice of counsel, compelled to disclose any Post-Closing Confidential Information to any Governmental Authority, Xxxx or any such Xxxx Representative may disclose such Post-Closing C...
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. (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 (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. “
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. 61
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. (b)
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. 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.
Post-Closing Confidentiality. For a period of five years after the Closing Date, the Shareholders and Seller shall, and shall cause their respective officers, directors, employees, affiliates, agents, and other representatives to, hold in confidence (and not release or disclose to any Person other than Purchaser and its authorized representatives) and not use for any purpose any (a) proprietary or other information regarding Purchaser or any of its Affiliates disclosed to Seller or the Shareholders or any of the other foregoing Persons in connection with the negotiation or preparation of this Agreement or otherwise in connection with he transactions contemplated hereby or (b) proprietary or other information relating to the Purchased Assets or the Business that remains after the Closing in the possession of the Shareholders or Seller or any of the other foregoing Persons. Notwithstanding the foregoing, the confidentiality obligations of this Section 9.9 shall not apply to information which (i) is required to be disclosed pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (provided the Shareholders or Seller provides Purchaser with reasonable prior written notice thereof), or (ii) which can be shown to have been generally available to the public other than as a result of a breach of this Section 9.9.
Post-Closing Confidentiality. (a) From and after the Closing, Seller shall, and shall cause its Affiliates to, and shall instruct its and their respective officers, directors and employees to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning the Assigned MNS Assets, Purchaser, the Company or the Subsidiary (collectively, “Company Confidential Information”), except that Seller shall not have any obligation under this Section 4.4 with respect to any Company Confidential Information that (i) as of the date of this Agreement is, or after the date of this Agreement becomes, generally available to the public other than through a breach by Seller, any of its Affiliates, or any of its or their respective officers, directors or employees of their respective obligations under this Section 4.4, (ii) is provided to 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 Purchaser, the Company or the Subsidiary, or (iii) is independently developed by Seller or any of its Affiliates after the Closing without use or reference to the Company Confidential Information.
