Confidentiality and Disclosure The Local Manager and the Investment Adviser undertake to keep private and confidential all information acquired in connection with this Agreement, and not to disclose such information to any person except to the extent that:
Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.
Uses and Disclosures Pursuant to the terms of this Agreement, Contractor may receive from the Exchange Protected Health Information and/or Personally Identifiable Information in connection with Contractor Exchange Functions that is protected under applicable Federal and State laws and regulations. Contractor shall not use or disclose such Protected Health Information or Personally Identifiable Information obtained in connection with Contractor Exchange Functions other than as is expressly permitted under the Exchange Requirements and only to the extent necessary to perform the functions called for within this Agreement.
Warranties and Disclaimer Upon mutual execution of the Agreement and this T&C Addendum, Seller may deliver to Buyer certain reports, summaries or disclosures prepared by or for Seller in connection with Seller’s acquisition of the Property. Seller makes no representation or warranty as to the accuracy or completeness of any information contained in those reports, summaries or disclosures, and as such, Buyer’s reliance upon that information shall not create or give rise to any liability against Seller. In connection with any construction or renovation work to the Property, Seller warrants only that payment in full will be made for all labor, services and materials furnished in the ordinary course of business. Except for those express representations and warranties set forth in the Agreement, Seller makes no other representation or warranty of any kind with regard to the physical condition, zoning or suitability of the Property, or any component thereof. Buyer will have the opportunity to fully inspect the Property during the Due Diligence Period, and Buyer will rely solely on such inspections to determine the condition, zoning and suitability of the Property. Buyer will acquire the Property (including appliances) in “AS IS” and “WITH ALL FAULTS” condition. Without limiting the generality of the foregoing, Buyer releases Seller and Seller’s agents, successors and assigns, subsidiaries and parent companies, employees, brokers and contractors from, and waives any and all claims, liabilities, losses, costs or expenses (including attorney’s fees), whether known or unknown, which Buyer may have, arising from or relating to any conditions, including but not limited to environmental and physical conditions, affecting the Property. The foregoing release includes specifically, but is not limited to, a release of any claim for indemnification or contribution under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601 et seq.) or any other federal, state or local statute, rules or ordinance relating to liability of property owners for environmental matters, whether arising based on events that occurred before, during or after Seller’s period of ownership of the Property. Buyer acknowledges that the foregoing release was specifically negotiated between Seller and Buyer.
UPDATING AND DISCLOSING FINANCIAL INFORMATION You will provide facts to update information contained in Your original Account application or other financial information related to You, at Our request. You also agree that We may, from time to time, as We deem necessary, make inquiries pertaining to Your employment, credit standing and financial responsibility in accordance with applicable laws and regulations. You further agree that We may give information about the status and payment history of Your Account to consumer credit reporting agencies, a prospective employer or insurer, or a state or federal licensing agency having any apparent legitimate business need for such information.
Representations Warranties and Disclaimers I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.
Warranties and Disclaimers SOG WARRANTS THAT IT OWNS OR CONTROLS THE OWNERSHIP RIGHTS IN THE DATA GRANTED IN THIS LICENSE AGREEMENT AND HAS FULL AUTHORITY AND POWER TO GRANT TO THE COMPANIES THE DATA USE RIGHTS, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS ASSOCIATED WITH THE DATA. THE DATA DELIVERED HEREUNDER WILL BE, TO SOG’S KNOWLEDGE, INFORMATION, AND BELIEF, ACQUIRED AND PROCESSED IN ACCORDANCE WITH ACCEPTED PRACTICES OF THE GEOPHYSICAL PROFESSION. HOWEVER, EACH COMPANY ACKNOWLEDGES IT IS ACCEPTING ALL DATA SUBJECT TO THIS LICENSE AGREEMENT “AS IS” AND SOG MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OR USEFULNESS OF SUCH DATA AND ANY IMPLIED WARRANTIES OR REPRESENTATIONS ARE HEREBY EXPRESSLY DISCLAIMED. SUCH DATA IS DELIVERED HEREUNDER WITH THE UNDERSTANDING AND AGREEMENT OF EACH COMPANY THAT ANY ACTION TAKEN OR EXPENDITURE MADE BY SUCH COMPANY OR ANY PERSON OR ENTITY PERMITTED ACCESS TO THE DATA IN ACCORDANCE WITH THIS LICENSE WILL BE AT SUCH PARTY’S SOLE RISK AND NEITHER COMPANY NOR ANY OTHER SUCH PARTY WILL HAVE ANY CLAIM AGAINST AND EACH HEREBY RELEASES SOG FROM ANY LIABILITY AS A CONSEQUENCE THEREOF, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN OR IN THE SERVICES AGREEMENT. SOG MAKES NO REPRESENTATION THAT OIL AND GAS OR OTHER MINERAL LEASES WILL BE GRANTED OR OTHER EXPLORATION ACTIVITY WILL BE AUTHORIZED FOR AREAS COVERED BY THE DATA BY ANY INDIVIDUAL, CORPORATION, GOVERNMENT ENTITY OR OTHER THIRD PARTY AND ANY IMPLIED WARRANTY OR REPRESENTATION TO THAT EFFECT IS HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS MAY BE EXPRESSLY PROVIDED FOR IN THE SERVICES AGREEMENT, SOG SHALL NOT BE LIABLE TO A COMPANY OR ANY OTHER PARTY FOR PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF SUCH COMPANY’S OR ANY OTHER PARTY’S POSSESSION, CONTROL OR USE OF THE DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTION, HOWEVER SAME MAY BE CAUSED. Geophysical Seismic Date Use License
Use and Disclosure of PHI Business Associate is limited to the following permitted and required uses or disclosures of PHI:
