Confidentiality. The Parties agree to keep confidential the terms of this Agreement and the transactions contemplated hereby until after the Closing unless such disclosure is # required by law, regulation or other applicable legal, judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process); by applicable U.S. securities laws or the rules or regulations of any national securities exchange; or as may be required by any other governmental or regulating body or # mutually agreed by the Parties. In the case of [clause (i) above], if a Party determines any such disclosure is so required, the Party making such disclosure shall promptly notify and furnish to the other Party, a reasonable amount of time prior to the proposed time of filing or submitting such disclosure, a copy of such disclosure for review. For the avoidance of doubt, nothing in this Section 6 shall prohibit any disclosure of the terms of this Agreement following the Closing.

The terms of this Agreement shall be kept confidential by both parties, subject to the remainder of this paragraph. Each party may disclose the terms of this Agreement (including information about the parties) where disclosure is required by (or advisable to comply with) applicable law or regulation, rule of stock exchange, governmental agency, or self-regulatory agency, by a court of competent jurisdiction, or by any other regulatory body, and the terms may be disclosed to the parties’ respective counselors, attorneys, accountants, brokers, and other persons with a need to know. The provisions of this paragraph shall survive termination of this Agreement and Closing, as applicable.