From and after the Closing, the Securityholders shall, and shall use their respective commercially reasonable efforts to cause their Affiliates and the respective representatives of the Securityholders and their Affiliates, to hold, in confidence any and all information, whether written or oral, (a) concerning the Company, (b) concerning Parent or any of its respective Affiliates, or (c) that is related to this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby, in each case except to the extent that such information (x) is, was or becomes generally available to the public through no action or omission of a Securityholder, any of such Securityholder’s Affiliates or representatives in violation of this Section 5.2 ; (y) is lawfully acquired by the Securityholder, any of such Securityholder’s Affiliates or representatives from and after the Closing from sources which are not known by such Securityholder or any of such Securityholder’s Affiliates or representatives to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (z) has been or becomes independently developed by a Securityholder or any of such Securityholder’s Affiliates or representatives without use of or reference to any trade secrets or confidential information of the Company. If a Securityholder or any of such Securityholder’s Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other Applicable Laws, such Securityholder shall promptly notify Parent in writing so that Parent may seek a protective order or other appropriate remedy at Parent’s sole cost and expenses.  If, failing the entry of a protective order or other appropriate remedy, such Securityholder may disclose such portion of such information that counsel advises is required to disclose, and such Securityholder shall use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such information.  Nothing herein shall prohibit a Securityholder from disclosing any such confidential information in connection with the transactions contemplated hereby and the enforcement of their respective rights under this Agreement.   In any event, no Securityholder shall oppose any reasonable action by Parent to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information.