The Stockholders, Target and Buyer recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain Confidential Information (in such capacity, the
"Receiving Party") of one or more other parties (in such capacity, the
"Disclosing Party") that is valuable, special and unique assets of the
Disclosing Party or its businesses. Each Receiving Party agrees that it will keep all Confidential Information it receives from a Disclosing Party confidential and will not permit any of its directors, officers employees, agents and representatives, including without limitation attorneys, accountants, consultants and financial advisors (collectively, "Advisors") to, without in each case the prior written consent of the Disclosing Party, disclose the
Confidential Information in any manner whatsoever, in whole or in part. Each
Receiving party further agrees that all Confidential Information which it receives from any Disclosing Party will not be used by the Receiving Party or its Advisors directly or indirectly for any purpose other than evaluating the transactions contemplated by this Agreement and agrees to transmit the
Confidential Information only to those Advisors who need to know the
Confidential Information for the purpose of evaluating such transactions, who are informed by the Receiving Party of the confidential nature of the
Confidential Information and who are provided with a copy of, and agree to be bound by, the provisions of this ARTICLE 14. The Receiving Party shall be responsible for any breach of the provisions of this ARTICLE 14 by any of its
Advisors, and will indemnify and hold harmless the Disclosing Party for any losses, damages, charges, fees or expenses, including reasonable attorney's fees arising out of or resulting from such breach.
This provision shall survive closing and following closing each
Stockholder shall be considered a Receiving Party with respect to both Target and Buyer Confidential Information.