Common use of Access to Information and Confidentiality Clause in Contracts

Access to Information and Confidentiality. Sellers and the Company agree that until the Closing, Questron may conduct such reasonable investigation with respect to the business, business prospects, assets, liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers shall afford Questron reasonable access to the premises, books, records and business affairs of the Company (and, to the extent directly relating thereto, of Sellers) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a). Unless and until the transactions contemplated herein have been consummated, each of Questron and the Sellers shall maintain all confidential information received from the other in connection with its evaluation of the transactions contemplated by this Agreement (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron and the Sellers may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging Questron's financing in connection with the purchase, provided such persons are informed of and bound by Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron and the Sellers shall, promptly upon the other's request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, (c) becomes available to the holder on a non-confidential basis from a source other than Seller or its advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreement. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.

Access to Information and Confidentiality. Sellers (a) During the period commencing on the date hereof and continuing through the Company agree Closing Date and, provided that until the ClosingClosing occurs, Questron may conduct such reasonable investigation for a period of at least six (6) years after the Closing Date or, with respect to any Taxes, the businessapplicable statute of limitations, business prospectswith respect to books and records reasonably deemed by Sellers to be necessary in connection with (i) the preparation or examination of Tax Returns, assets(ii) the Excluded Assets and Liabilities, liabilities and (contingent or otherwise)iii) financial reporting, results of operationsBuyer shall afford to the Sellers and to Sellers' accountants, employees counsel, and financial condition other representatives, reasonable access to all of the Company Assets, books, Contracts, commitments, records, facilities, technical and personnel information, and, during such period, shall furnish reasonably promptly to Sellers all documents and information concerning the Assets and Transferred Employees as will Sellers may reasonably request; provided that the above activities do not interfere unreasonably with the conduct of the business of Buyer and provided further that Buyer shall not be required to disclose any documents or information related to Transferred Employees that would violate any Applicable Law. (b) Any information that Buyer discloses to Sellers, or to which Sellers have access, as a result of Section 7.2(a) above shall be deemed "Buyer Confidential Information" if such information (i) is designated as "Confidential" in writing at the time of any written disclosure or (ii) even if not so identified as "Confidential", would reasonably be identified or understood by Sellers as the confidential or proprietary information of Buyer. Buyer Confidential Information shall not, however, include: (1) information which was already known by the Sellers at the time of its disclosure hereunder, as evidenced by Sellers' written records; (2) information disclosed to Sellers by a third party lawfully in possession of such information and not under an obligation of nondisclosure to Buyer in respect thereof; * Confidential Treatment Requested. (3) information which at the time of disclosure is or subsequently becomes patented, published or otherwise part of the public domain, except by breach of this Agreement by Sellers; (4) information developed by Sellers independently of information obtained from Buyer; or (5) information which is required to be disclosed by law, regulation or the order of a judicial or administrative authority; provided, however, that Sellers (A) give Buyer prompt written notice prior to disclosure by Sellers to permit Questron Buyer to evaluate seek a protective order or other similar order with respect to Buyer Confidential Information, and (B) thereafter disclose only the transactions contemplated minimum Buyer Confidential Information required to be disclosed in order to comply, whether or not a protective order or other similar order is obtained by this AgreementBuyer. Until the ClosingUnless Sellers have obtained Buyer's prior written consent, Sellers shall afford Questron reasonable access to the premises, books, records and business affairs of the Company (and, to the extent directly relating thereto, of Sellers) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a). Unless and until the transactions contemplated herein have been consummated, each of Questron and the Sellers shall maintain hold confidential all confidential information received from the other in connection with its evaluation of the transactions contemplated by this Agreement (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Buyer Confidential Information, or any part thereof, shall not disclose it to any third party. Each of Questron , and the Sellers may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know shall use it only for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging Questron's financing in connection with the purchase, provided such persons are informed of and bound by Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron and the Sellers shall, promptly upon the other's request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, (c) becomes available to the holder on a non-confidential basis from a source other than Seller or its advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance consistent with this Agreement. Nothing contained in The provisions of this Section 5.4 7.2(b) shall survive the expiration or otherwise shall prohibit termination of this Agreement or the holder Closing, whichever occurs first, for a period of four (4) years from making the each such disclosure of Confidential Information; provided, however, that with respect to Buyer Confidential Information related to the extent required by lawFacility Employees, rule the provisions of this Section 7.2(b) shall survive indefinitely; and provided further that this Agreement shall not be deemed to alter any prior confidentiality obligations among the parties, including those related to Enbrel or regulationthe manufacture thereof. (c) During the period commencing on the Signing and continuing through the Closing Date, provided that Sellers (i) will give and will cause Greenwich to give to Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to all of the holder shall give the other prior notice as offices, properties, books, records, Contracts, commitments, facilities, technical information, and personnel of Sellers or Greenwich relating to the nature Assets, (ii) will permit and facilitate any reasonable interview process for potential continued employment of the required disclosure so as Facility Employees with Buyer, and (iii) will give and will cause Greenwich to give to Buyer reasonable access to Greenwich's engineering and other Facility Employees to provide planning and technical assistance related to Buyer's intended use of the other Assets after the opportunity to challenge the need for such disclosureClosing as Buyer may reasonably request.

Access to Information and Confidentiality. Sellers (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, Seller shall, and shall cause the Company agree that until to, give Purchaser and Fortis and their authorized representatives reasonable access during normal working hours to all of the ClosingCompany's books, Questron may conduct records, Contracts, properties, officers and employees, and Seller shall furnish or cause to be furnished to Purchaser and Fortis and their authorized representatives such reasonable investigation available financial, legal and other information with respect to the businessCompany that Purchaser or Fortis or any of their authorized representatives may reasonably request, business prospects, assets, liabilities (contingent or otherwise), results of operations, employees and financial condition provided that any such access shall not unreasonably interfere with the conduct of the business of Seller or the Company. The Parties acknowledge and agree that any investigation by Purchaser and Fortis shall not diminish or obviate any of the representations, warranties, covenants or agreements made or to be performed by Seller pursuant to this Agreement (b) All data, reports, records and other information of any kind received by Fortis, Purchaser or any of their Affiliates or representatives from Seller or the Company as will permit Questron to evaluate or their representatives under this Agreement or in connection with the transactions contemplated by this Agreement. Until the Closinghereby shall be treated as confidential (collectively, Sellers shall afford Questron reasonable access to the premises, books, records and business affairs of the Company (and, to the extent directly relating thereto, of Sellers) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a). Unless and until the transactions contemplated herein have been consummated, each of Questron and the Sellers shall maintain all confidential information received from the other in connection with its evaluation of the transactions contemplated by this Agreement (the "Confidential Information"). Except as otherwise provided herein, neither Fortis nor Purchaser shall use (and they shall not permit their Affiliates or representatives to use) Confidential Information for their own benefit or for any other purpose except as provided in strict confidenceparagraph (c) hereof, and they shall take use all precautions necessary commercially reasonable efforts to prevent maintain the confidentiality of Confidential Information. If any of Fortis, Purchaser, their -41- 38 Affiliates or their representatives is required to disclose Confidential Information by or to any court, arbitrator or Governmental Authority of competent jurisdiction, Purchaser shall, prior to such disclosure, access topromptly notify Seller of such requirement and all particulars related to such requirement. Seller shall have the right, or transmission of the Confidential Information, or any part thereofat its own cost and expense, to object to such disclosure and to seek confidential treatment of any third party. Each of Questron and Confidential Information to be so disclosed on such terms as it shall determine. (c) The restrictions set forth in Section 5.3(b) shall not apply to the Sellers may make limited use or disclosure of Confidential Information to its representatives and the extent, but only to such the extent, (1) permitted or required pursuant to any other persons as need to know for agreement between or among the purpose of preparing for and negotiating this Agreement and Parties; (2) necessary by Purchaser in connection with exercising its rights or performing its duties or obligations under this Agreement or the consummation Transaction Agreements; (3) contemplated by the last two sentences of the purchase and sale contemplated hereby, including arranging Questron's financing in connection with the purchase, provided Section 5.3(b); or (4) that Purchaser can demonstrate such persons are informed of and bound by Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron and the Sellers shall, promptly upon the other's request, return all copies and recordings of the Confidential Information in its possession (A) is or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result through no fault or neglect of a disclosure by the holder Fortis, Purchaser, or the holder's directors, officers, employees, agents any of their Affiliates or advisorsrepresentatives, (cB) becomes available to the holder is received in good faith on a non-confidential basis from a source other than Seller third party who discloses such Confidential Information without violating any obligations of secrecy or its advisorsconfidentiality, provided that such source (C) is not known independently developed after the time of receipt as shown by the holder to be bound by a confidentiality agreement withdated written records, or other obligation (D) was already possessed at the time of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreement. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required receipt as shown by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosuredated written records.

Access to Information and Confidentiality. Sellers The Shareholders and the Company agree that until the Closing, QDL and Questron may conduct such reasonable investigation with respect to the businessBusiness, business prospects, assetsthe Shares, liabilities Liabilities (contingent or otherwise), properties, assets, results of operations, employees and financial condition of the Company and its subsidiaries as will permit QDL and Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers the Company and the Shareholders shall afford QDL and Questron reasonable access to the premises, books, records Books and Records and business affairs of the Company and its subsidiaries (and, to the extent directly relating thereto, of Sellersthe Shareholders) for purposes of (i) conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish QDL and Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a4.13(a) and (ii) review the audited financial statements (the "1998 Audit") of the Company's financial position as of and for the nine months ended December 31, 1998 as audited by Questron's certified public accountants (which audited financial statements the Company and Seller agree may be disclosed by Questron for purposes of satisfying the financing condition set forth in Section 7.10). The Company and the Shareholders agree to cooperate with Questron and its representatives in the review of the 1998 Audit. Unless and until the transactions contemplated herein have been consummated, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Shareholders, on the other, shall maintain all confidential information received from the other parties in connection with its evaluation of the transactions contemplated by this Agreement Agreement, including the independent audit of the Company performed by QDL and/or Questron (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron QDL, Questron, the Company, its subsidiaries and the Sellers Shareholders may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging QuestronQDL's financing in connection with the purchase, provided such persons are informed of and bound by QDL's and Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron QDL, and Questron, on the one hand, and the Sellers Company, its subsidiaries and the Shareholders, on the other hand, shall, promptly upon the other's other parties' request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.46.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-confidential basis from a source other than Seller the Shareholders, the Company, its subsidiaries, or its their advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.Section

Access to Information and Confidentiality. Sellers and the Company agree that until the Closing, Questron may conduct such reasonable investigation with respect to the business, business prospects, assets, liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers shall afford Questron reasonable access to the premises, books, records and business affairs of the Company (and, to the extent directly relating thereto, of Sellers) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a). Unless and until the transactions contemplated herein have been consummated, each of Questron and the Sellers shall maintain all confidential information received from the other in connection with its evaluation of the transactions contemplated by this Agreement [, including the independent audit of the Company performed by Questron] (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron and the Sellers may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging Questron's financing in connection with the purchase, provided such persons are informed of and bound by Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron and the Sellers shall, promptly upon the other's request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-confidential basis from a source other than Seller or its advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.

Access to Information and Confidentiality. Sellers (a) The Shareholders and the Company agree that until the Closing, QDL and Questron may conduct such reasonable investigation with respect to the businessBusiness, business prospects, assetsAcquired Assets, liabilities Assumed Liabilities, Liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit QDL and Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers the Company and the Shareholders shall afford QDL and Questron reasonable access to the premises, books, records Books and Records and business affairs of the Company (and, to the extent directly relating thereto, of Sellersthe Shareholders) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish QDL and Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a4.13(a). Unless and until the transactions contemplated herein have been consummated, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Shareholders, on the other, shall maintain all confidential information received from the other parties in connection with its evaluation of the transactions contemplated by this Agreement Agreement, including the independent audit of the Company performed by QDL and/or Questron (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron QDL, Questron, the Company and the Sellers Shareholders may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging QuestronQDL's financing in connection with the purchase, provided such persons are informed of and bound by QDL's and Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Shareholders, on the other hand, shall, promptly upon the other's other parties' request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.46.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-confidential basis from a source other than Seller the Shareholders, the Company, or its their advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 6.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by lawLaw, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure. (b) Upon execution of this Agreement, the Company shall supply QDL with a correct and complete list of all Persons to whom Confidential Information has been supplied over the past five (5) years. The Company agrees to use its best efforts to retrieve, procure and deliver to QDL all Confidential Information previously provided to any Person or prospective purchaser of any assets, business or capital stock of the Company immediately upon execution of this Agreement.

Access to Information and Confidentiality. Sellers The Principals and the Company agree that until the Closing, QDL and Questron may conduct such reasonable investigation with respect to the businessBusiness, business prospects, assetsAcquired Assets, liabilities Assumed Liabilities, Liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit QDL and Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers the Company and the Principals shall afford QDL and Questron reasonable access to the premises, books, records Books and Records and business affairs of the Company (and, to the extent directly relating thereto, of Sellersthe Principals) for purposes of (i) conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish QDL and Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a4.13(a) and (ii) review the audited financial statements (the "1998 Audit") of the Company's financial position as of and for the year ended December 31, 1998 as audited by the Company's certified public accountants (which audited financial statements the Company and Seller agree may be disclosed by Questron for purposes of satisfying the financing condition set forth in Section 7.10). The Company and the Principals agree to cooperate with Questron and its representatives in the review of the 1998 Audit. Unless and until the transactions contemplated herein have been consummated, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Principals, on the other, shall maintain all confidential information received from the other parties in connection with its evaluation of the transactions contemplated by this Agreement Agreement, including the independent audit of the Company performed by QDL and/or Questron (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron QDL, Questron, the Company and the Sellers Principals may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging QuestronQDL's financing in connection with the purchase, provided such persons are informed of and bound by QDL's and Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron QDL, and Questron, on the one hand, and the Sellers Company and the Principals, on the other hand, shall, promptly upon the other's other parties' request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.46.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-non- confidential basis from a source other than Seller the Principals, the Company, or its their advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 6.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by lawLaw, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.