6Confidentiality. 22.6.1Except to the extent set out in this Clause 22.6 or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:
6Confidentiality. All proceedings and decisions of the arbitrator will be deemed Confidential Information of each of the Parties and will be subject to ARTICLE 9. For clarity, no information concerning an arbitration, beyond the names of the Parties and the relief 66 requested, may be unilaterally disclosed to a Third Party by any Party unless required by law. In addition, any documentary or other evidence given by a Party or witness in the arbitration shall be treated as Confidential Information by any Party whose access to such evidence arises exclusively as a result of its participation in the arbitration, and shall not be disclosed to any Third Party (other than a witness or expert), except as may be required by applicable Law.
6Confidentiality. 1.6.1Each Party to this Agreement shall observe during the course of this Agreement and thereafter strict confidentiality with regards to any Confidential Information. This Clause shall not apply to: communications between the Parties and their respective professional advisers; information which has come into the public domain otherwise than by reason of the default of the relevant Party or its advisers; any disclosure of Client Data or Claims Data that is required for the purpose of placement by or through the Parties of insurance business; any disclosure that has been approved by the Party, whose Confidential Information it is, in advance in writing; disclosures necessary in order to comply with relevant statutory requirements or Applicable Law or in response to a requirement of any regulatory or other governmental authority, or court having jurisdiction over the disclosing Party; provided that any such information disclosed pursuant to Clause the preceding sub-clause shall be disclosed only to the extent required by applicable statutory or regulatory requirements and (unless such consultation is prohibited by Applicable Law) only after consultation with the non-disclosing Party to the extent that it is practicable for such consultation to take place.
6Confidentiality. The Parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are confidential information. Both Parties shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any confidential information to any third party, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Article. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.
6Confidentiality. Except as may be required by law, no Party shall disclose to any third party the terms and conditions of this Deed or the transactions contemplated hereby without prior approval by the other Parties. In the event of disclosure required by law or court ruling, the disclosing Party shall use all reasonable efforts and reasonably cooperate to obtain confidential treatment of the materials or a protective order.
6Confidentiality. The Parties understand, acknowledge and agree that the applicable Confidentiality Agreement remains in full force and effect, and in addition, covenant and agree to keep confidential, in accordance with the provisions of the applicable Confidentiality Agreement and this Agreement, information provided pursuant to this Agreement. In addition to the foregoing, it is understood and acknowledged by the Parties that the information, documents and instruments delivered to each Party by the other Parties or agents thereof in connection with the negotiation of this Agreement or in compliance with the terms, conditions and covenants hereof are of a confidential and proprietary nature. Both prior to and following the Prior Agreement Date, the Parties shall, and shall cause their Representatives and Affiliates to, maintain the confidentiality of all such confidential information, documents or instruments delivered to it by the other Parties or Affiliates or agents thereof and shall not disclose such confidential information, documents and instruments to any third parties other than its Representatives assisting in the transactions contemplated herein or as may be required by applicable Laws and, for a period of three (3) years immediately following the Closing Date, shall only use such information for purposes of the transactions contemplated hereby. Notwithstanding the foregoing sentence, Buyer or any of its members, limited partners, direct or indirect investors, or Affiliates may disclose any such confidential information on a confidential basis to members, limited partners, direct or indirect investors or prospective members, limited partners or direct or indirect investors of Buyer or such member, limited partner, direct or indirect investor or Affiliate, subject to such Persons having an obligation, or having agreed, to maintain the confidentiality of such confidential information. If the transactions contemplated hereby are not consummated, each Party shall return or destroy all such confidential information, documents and instruments and all copies thereof in its possession to the Party providing them upon the written request of the other Party. The terms and conditions of this Agreement and all other Transaction Documents shall remain confidential, and the Parties shall not disclose the Transaction Documents, or any part thereof, to any third party other than its Representatives assisting in the transactions contemplated herein or as may be required by app...
6Confidentiality. All information of a Party which is subject to review under this Article 3 shall be deemed to be Confidential Information subject to the provisions of Article 9.
6Confidentiality. Contractor shall maintain the confidentiality of all records and information in accordance with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures relating to confidentiality, including, without limitation, County policies concerning information technology security and the protection of confidential records and information. Contractor shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting, or professional fees, arising from, connected with, or related to any failure by Contractor, its officers, employees, agents, or Subcontractors, to comply with this Section 7.6 (Confidentiality), as determined by County in its sole judgment. Any legal defense pursuant to Contractor’s indemnification obligations under this Section 7.6 (Confidentiality) shall be conducted by Contractor and performed by counsel selected by Contractor and approved by County. Notwithstanding the preceding sentence, County shall have the right to participate in any such defense at its sole cost and expense, except that in the event Contractor fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, and to reimbursement from Contractor for all such costs and expenses incurred by County in doing so. Contractor shall not have the right to enter into any settlement, agree to any injunction, or make any admission, in each case, on behalf of County without County’s prior written approval. Contractor shall inform all of its officers, employees, agents, and Subcontractors providing Services hereunder of the confidentiality provisions of this Contract. Contractor and each Subcontractor, along with respective employees of each that receive County Confidential Information or County Data, shall sign and adhere to the provisions of the “Contractor Acknowledgement and Confidentiality Contract”, Exhibit G1. In addition to any other requirements related to Subcontractor Work under this Contract, including Section 8.40 (Budget Reductions), Contract shall be responsible to ensure that Subcontractor and each Subcontractor employee complies with the requirements of this Secti...
6Confidentiality. Each Purchaser agrees that he, she or it will keep confidential and will not disclose, divulge or use for any purpose other than to monitor his, her or its investment in the Company any confidential, proprietary or secret information which such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to such Purchaser pursuant to this Agreement or otherwise (“Confidential Information”), unless such Confidential Information is known, or until such Confidential Information becomes known, to the public (other than as a result of a breach of this Section 4.6 by such Purchaser); provided, however, that a Purchaser may disclose Confidential Information (i) to his, her or its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring his, her or its investment in the Company, or (ii) as may otherwise be required by law, provided that the Purchaser takes reasonable steps to minimize the extent of any such required disclosure.
6Confidentiality. IF FOR ANY REASON THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE NOT CONSUMMATED, EACH OF THE PARTIES HERETO SHALL KEEP CONFIDENTIAL ANY INFORMATION OBTAINED FROM ANY OTHER PARTY (EXCEPT INFORMATION PUBLICLY AVAILABLE OR IN SUCH PARTY'S DOMAIN PRIOR TO THE DATE HEREOF, AND EXCEPT AS REQUIRED BY COURT ORDER) AND SHALL PROMPTLY RETURN TO THE OTHER PARTIES ALL SCHEDULES, DOCUMENTS, INSTRUMENTS, WORK PAPERS OR OTHER WRITTEN INFORMATION WITHOUT RETAINING COPIES THEREOF, PREVIOUSLY FURNISHED BY IT AS A RESULT OF THIS AGREEMENT OR IN CONNECTION HEREIN. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
