8Confidentiality Clause Samples
8Confidentiality. Each Holder (other than the Summa Investor(s)) agrees that any information obtained pursuant to the provisions of this Agreement will be held in strict confidence, will not be disclosed or exposed to any person or entity without the prior written consent of the Company and will not be used for any purpose, other than with respect to exercise of such Holder’s rights as a shareholder in the Company; unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 2.8 by such Holder), (b) is or has been independently developed or conceived by such Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to such Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company and without any restrictions as to its disclosure; provided, however, that such Holder may disclose confidential information (i) to its attorneys, accountants, consultants, principals, officers and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, if such persons are bound by confidentially provisions or obligations; (ii) to any partner, member, shareholder or Affiliate of such Holder in the framework of reports to such partner, member, shareholder or Affiliate in the ordinary course of business; (iii)to any prospective purchaser of Registrable Securities from a Holder, provided with respect to clauses (ii) and (iii) above that such Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information and such Holder is responsible for any breach of the provisions of this paragraph; or (iv) as may otherwise be required by law, provided that to the extent legally permissible such Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.
8Confidentiality. 4Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, each party shall: treat the other party's Confidential Information as confidential and safeguard it accordingly; and not disclose the other party's Confidential Information to any other person without the owner's prior written consent.
8Confidentiality. Subject to the requirements of any applicable laws (including, but not limited to federal securities regulations and rules), Purchaser shall not make any public announcement or other similar public statement about this Agreement or the transaction contemplated hereby without the written consent of the Seller and the form and content of any public announcement by Purchaser will be subject to the prior approval of Seller. The Purchaser agrees to keep all correspondence, discussions or other information related to the transaction contemplated hereby strictly confidential and to not disclose any such information to third parties except (a) as required by applicable law; (b) to the Purchaser’s professional advisors, counsel, employees, agents, partners, members, officers, directors, shareholders, franchisors, investors or lenders, and (c) to Purchaser’s third party vendors engaged in performing due diligence with respect to the Property, including without limitation, the Title Company and Escrow Agent, surveyors, contractors and other agents and employees.
8Confidentiality. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed the Confidentiality Agreement which shall continue in full force and effect in accordance with its terms, and the parties hereto hereby agree that the information obtained in any investigation pursuant to Section 7.3 hereof or pursuant to any notice provided under Section 7.4 hereof, or pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, shall be governed by the terms of the Confidentiality Agreement. The Stockholders’ Representative ▇▇▇▇▇▇ agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a party thereto. With respect to the Stockholders’ Representative, as used in the Confidentiality Agreement the term “Information” shall include information relating to the First Merger or this Agreement received by the Stockholders’ Representative after the Closing or relating to the period after the Closing, including in respect of any claim for indemnification under Article XI hereof. Notwithstanding the foregoing, nothing in this Section 7.8 or otherwise, (i) shall restrict the Stockholder Representative from disclosing or using Information in connection with the enforcement of its or any Converting Holders rights, or defending its or any Converting Holders interests, under this Agreement or any other agreement contemplated by this Agreement or (ii) restrict the Stockholder Representative from disclosing Information to Company Stockholders’ or his agents, counsel and other advisors that are bound by confidentiality restrictions that are at least as restrictive as those of the Confidentiality Agreement.
(b) To the extent that such information has not become publicly known or available or unless otherwise required by Legal Requirements, the Company shall not (nor will it permit, as applicable, any of its or any of its Service Providers, agents, representatives or Affiliates to), directly or indirectly, issue any statement or communication to any third party (other than its agents, counsel and other advisors that are bound by confidentiality restrictions) regarding the subject matter of this Agreement or the transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor or any disputes or arbitration proceedings relating hereto, without the consent of Purchaser...
8Confidentiality. The Rights Agent and Parent agree that all books, records, information and data pertaining to the business of the other party, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth herein shall be confidential and shall not be used by the receiving party for any purpose other than carrying out their respective duties under this Agreement and shall not be voluntarily disclosed by the receiving party to any other Person, except as may be required by a valid order of any Governmental Body of competent jurisdiction or is otherwise required by applicable Legal Requirement, the rules and regulations of the Securities and Exchange Commission or any stock exchange on which the securities of the disclosing party are listed, or pursuant to subpoenas from state or federal Governmental Bodies.
8Confidentiality. GBIO and its Affiliates have used commercially reasonable efforts to protect the confidentiality of their respective confidential or proprietary information that is applicable to this Agreement.
8Confidentiality. Bank agrees to maintain the confidentiality of Information (as defined below), except that Information may be disclosed (a) to Bank’s Subsidiaries and Affiliates and their respective employees, directors, agents, attorneys, accountants and other professional advisors (collectively, “Representatives” and, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees, assignees, credit providers or purchasers of Bank’s interests under or in connection with this Agreement and their Representatives (provided, however, Bank shall use commercially reasonable efforts to obtain any such prospective transferee’s, assignee’s, credit provider’s, purchaser’s or their Representatives’ agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required or requested in connection with
8Confidentiality. Each Party shall treat all financial information of the other Party that is subject to review under this ARTICLE 7of this Agreement (including all royalty reports) as such other Party’s Confidential Information.
8Confidentiality. Bank agrees to maintain the confidentiality of Information (as defined below), except that Information may be disclosed (a) to Bank’s Subsidiaries and Affiliates and their respective employees, directors, agents, attorneys, accountants and other professional advisors (collectively, “Representatives” and, together with Bank, collectively, “Bank Entities”) provided such Bank Entities are bound by confidentiality obligations substantially similar to those set forth in this Section; (b) to prospective transferees, assignees, credit providers or purchasers of Bank’s interests under or in connection with this Agreement and their Representatives (provided, however, Bank shall use commercially reasonable efforts to obtain any such prospective transferee’s, assignee’s, credit provider’s, purchaser’s or their Representatives’ agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required or requested in connection with Bank’s examination or audit; (e) in connection with the exercise of remedies under the Loan [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 25
8Confidentiality. The parties will consider confidential the provisions of this Agreement, as well as any other document and/or any information exchanged by the parties in the context of this Agreement. The following is exempted from these provisions: The information requested by competent authorities in accordance with applicable regulations; The information about the identity and outline of the PRE as well as its situation as Balancing Responsible Party, published by Transelectrica on an internet server; The information that became public until concluding this Agreement. Transelectrica is allowed in exceptional cases and the PPE agrees in exceptional mode to communicate all or a part of any confidential provision, document and/or information to other network operators in accordance with applicable regulations and international rules, when this is requested in order to provide security, operational safety of SEN or of other power systems from neighbouring countries.