Breach of Confidentiality Provisions. The Contractor, through its employees and agents, may have access to tax secret and other confidential and/or proprietary information and materials of the State and tax secret and other confidential and/or proprietary information and materials of third parties rightfully in the State’s possession (“confidential information”). Contractor shall maintain all such information in confidence for the sole and exclusive benefit of the State, and shall not use same for any purpose whatsoever other than rendering Services to the State. Contractor shall execute, and shall cause its employees and agents having access to such confidential information of the State to execute, confidentiality agreements in such form as the State may reasonably request. Contractor acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to the State. If an unauthorized use or disclosure occurs, the Contractor shall, at its expense, take such commercially reasonable steps that are necessary to recover Confidential Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If the Contractor fails to take these steps in a timely and adequate manner, the State may take them at the expense of the Contractor. The Contractor shall be fully liable for breach of the confidentiality provisions of this Agreement in an amount not to exceed the amount allowed by applicable Federal or New York State law (including any damages construed as incidental, consequential or indirect damages). Liability limitations set forth in this Agreement shall not apply to breaches involving the Contractor’s confidentiality obligations.
Breach of Confidentiality Provisions. If a Party is in breach of any confidentiality provisions of this Agreement, the non-breaching Party may terminate this Agreement, in whole or in part, immediately by giving the breaching Party written notice of the breach.
Breach of Confidentiality Provisions. 6.1 The Parties acknowledges that breach of any of their duties of confidentiality may give rise to irreparable injury to the Disclosing Party and third parties, which damage may be inadequately compensable by monetary damages. As such, should the Receiving Party violate any of the terms of this Agreement by disclosing the Confidential and Proprietary Information, the Disclosing Party may seek and obtain immediate injunctive relief against the breach or threatened breach of the foregoing undertakings, which may be granted without the necessity of posting a bond or other surety with the court. In addition to injunctive relief, the Disclosing Party may seek any and all other legal remedies which may be available to it. These remedies include, but are not limited to, monetary damages. Further, at the sole election of the Disclosing Party, the Disclosing Party may immediately terminate this Agreement, without being liable to the Receiving Party for such termination.
Breach of Confidentiality Provisions. Notwithstanding the foregoing, the Parties acknowledge that the breach of Section 5 (Confidentiality) by one Party may give rise to irreparable injury to the other Party which is not adequately compensable in damages or at Law. Accordingly, the Parties agree that in such event, the non-breaching Party may seek equitable relief to enforce or prevent violation of such Party’s respective rights and/or obligations under Section 5. Unless otherwise agreed in writing, the Parties shall continue to provide Services and honor all other commitments under this Agreement during the course of any Dispute being resolved pursuant to the provisions of this Section 6 with respect to all matters subject to such Dispute; provided, however, that this obligation shall only exist during the applicable Service Period.
Breach of Confidentiality Provisions. The Contractor, through its employees and agents, may have access to tax secret and other confidential and/or proprietary information and materials of the State and tax secret and other confidential and/or proprietary information and materials of third parties rightfully in the State’s possession (“confidential information”). Contractor shall maintain all such information in confidence for the sole and exclusive benefit of the State, and shall not use same for any purpose whatsoever other than rendering services to the State. Contractor shall execute, and shall cause its employees and agents having access to such confidential information to execute, confidentiality agreements in such form as the State may reasonably request. The Contractor shall be fully liable for breach of the confidentiality provisions of this Agreement in an amount not to exceed the amount allowed by applicable Federal or New York State law (including any damages construed as incidental, consequential or indirect damages). Liability limitations set forth in this Agreement shall not apply to breaches involving Contractor’s confidentiality obligations.
Breach of Confidentiality Provisions. Each Participant expressly agrees that a breach of any of the terms or conditions of this Section 9 would result in irreparable harm and that money would not be a sufficient remedy for any such breach. Accordingly, in the event of a breach or threatened breach by a Participant or by any of its Representatives or any CapX 2020 Initiative participant or representative of any of the provisions of this Section 9 (and in addition to any other remedy provided by law or in equity), the Participant such breach would harm shall be entitled to seek appropriate equitable relief, including injunctive relief and specific performance.
Breach of Confidentiality Provisions. In view of the irreparable harm and damage which would occur to the Disclosing Party as a result of a breach or a threatened breach by the Receiving Party under Sections 7.1 or 7.2 hereof, and in view of the lack of an adequate remedy at law to protect the Disclosing Party in connection with such a breach, the Disclosing Party shall have the right to receive, and the Receiving Party hereby consents to the issuance of, temporary and permanent injunctions enjoining the Receiving Party from any violation of Sections 7.1 and 7.2 of this Agreement. The Receiving Party acknowledges that both temporary and permanent injunctions are appropriate remedies for such a breach or threatened breach. The foregoing remedies shall be in addition to, and not in limitation of, any other rights or remedies to which the Disclosing Party is or may be entitled at law or in equity, including, without limitation, the right to specific performance and the right to receive damages. The Receiving Party's obligation to protect the Disclosing Party's Confidential Information in accordance with this Agreement shall terminate five (5) years from the date of this Agreement. The provisions of this Section shall survive the termination of this Agreement and shall survive the Closing; provided, however, to the extent any provisions of this Section specifically state that they shall survive the termination of this Agreement or the Closing for a certain period of time, such provisions shall survive such termination or Closing only for such specified period of time.
Breach of Confidentiality Provisions. In view of the irreparable harm and damage which would occur to the Disclosing Party as a result of a breach or a threatened breach by the Receiving Party under Sections 7.1 or 7.2 hereof, and in view of the lack of an adequate remedy at law to protect the Disclosing Party in connection with such a breach, the Disclosing Party shall have the right to receive, and the Receiving Party hereby consents to the issuance of, temporary and permanent injunctions enjoining the Receiving Party from any violation of Sections 7.1 and 7.2 of this Agreement. The Receiving Party acknowledges that both temporary and permanent injunctions are appropriate remedies for such a breach or threatened breach. The foregoing remedies shall be in addition to, and not in limitation of, any other rights or remedies to which the Disclosing Party is or may be entitled at law or in equity, including, without limitation, the right to specific performance and the right to receive damages. The Receiving Party's obligation to protect the Disclosing Party's Confidential Information in accordance with this Agreement shall terminate five (5) years from the date of this Agreement.
Breach of Confidentiality Provisions. Each Owner expressly agrees that a breach of any of the terms or conditions of this Article 17 would result in irreparable harm and that money would not be a sufficient remedy for any such breach. Accordingly, in the event of a breach or threatened breach by an Owner or by any of its Representatives of any of the provisions of this Article 17 (and in addition to any other remedy provided by law or in equity), each Owner agrees that the Owner which such breach would harm will be entitled to seek appropriate equitable relief, including injunctive relief and specific performance.
Breach of Confidentiality Provisions. The Parties acknowledge that upon breach of Section 6 of this Mutual Release, the other Party would sustain irreparable harm from such breach and, therefore, the Parties agree that in addition to any other remedies that each Party may have hereunder or otherwise, each Party shall be entitled to obtain equitable relief, including specific performance and injunctions, restraining the other Party from committing or continuing any such violation of such sections.
