Buyer Confidentiality. Prior to the Closing, the Buyer will treat and hold as confidential all of the confidential information relating to the Business disclosed to the Buyer in the course of the Buyer's investigation of the Business (the "Seller Confidential Information"), and shall refrain from using or disclosing any of the Seller Confidential Information, except (a) to authorized representatives of the Seller expressly in connection with the transactions contemplated hereby, or (b) to counsel or other advisers for such purpose (provided such advisers agree to comply with the confidentiality provisions of this Section 5.4), unless disclosure is required by law or order of any governmental authority under color of law. In the event that, prior to the Closing the Buyer is requested or required (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal process) to disclose any Seller Confidential Information, the Buyer will notify the Seller promptly of the request or requirement so that the Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 5.4. If, in the absence of a protective order or the receipt of a waiver hereunder, the Buyer is, based on an opinion of counsel, compelled to disclose any Seller Confidential Information to any tribunal or else stand liable for contempt, the Buyer may disclose the Seller Confidential Information to the tribunal; provided, however, that the Buyer shall, upon the request of the Seller, exert -------- ------- all reasonable efforts to obtain, at the reasonable request of the Seller, an order or other assurance that confidential treatment will be accorded to such portion of the Seller Confidential Information required to be disclosed as the Seller shall reasonably designate.
Buyer Confidentiality. Seller understands that Broker and/or Designated Agent may have previously represented a buyer who is interested in Seller’s Property. During that representation, Broker and/or Designated Agent may have learned material information about the Buyer that is considered confidential. Under the law, neither Broker nor Designated Agent may disclose any such confidential information to Seller even though the Broker and/or Designated Agent now represent the Seller.
Buyer Confidentiality. Buyer acknowledges that, pursuant to its right of access to the Records and the Properties, Buyer will become privy to confidential and other information of Seller and that such confidential information shall be held confidential by Buyer and Buyer’s Representatives in accordance with the terms of the Confidentiality Agreement.
Buyer Confidentiality. Prior to the earlier of: (a) three (3) years from the date hereof; and (b) the Closing, Buyer shall keep and shall cause its Affiliates and agents (collectively, "Buyer's Representatives") to keep all information with respect to Pacific and/or KOFY obtained in connection with the negotiation and performance of this Agreement (other than information in the public domain not as the result of a breach of this Agreement), as confidential and shall not disclose, and shall cause Buyer's Representatives not to disclose, such information to any third party (other than Buyer's financing sources or potential financing sources or as may be required in connection with any financing) without Pacific's express prior written consent, except: (w) for disclosure to authorized representatives of Pacific; (x) as necessary to the performance of this Agreement; (y) as authorized in writing by Pacific; or (z) to the extent that disclosure is required by law or the order of any Governmental Authority under color of law; provided, that, prior to disclosing any information pursuant to this clause (z), the disclosing Person shall have given prior written notice thereof to Pacific and provided Pacific with the opportunity to contest such disclosure at Pacific's expense. If the transactions contemplated by this Agreement are not consummated, Buyer will return to Pacific all confidential information obtained from Pacific by Buyer or Buyer's Representatives. Buyer shall advise any third party to whom disclosure of confidential information is made hereunder of the confidential nature of such information and shall request that the confidentiality of such information be preserved.
Buyer Confidentiality. The Buyer will keep the contract to which these Terms form part and any issues, information and documentation relating to its subject matter and performance strictly confidential, and will not disclose this confidential information to anyone expect as required by law or as approved by XxxXX.
Buyer Confidentiality. Upon the effectiveness of the Closing hereunder, that certain Confidentiality Agreement, dated as of June 9, 2014, by and between Buyer and the Company, shall terminate. Notwithstanding the foregoing, in the event Buyer does not deliver the full Deferred Payment to the Stockholders by the Second Deferred Payment Date, then the Confidentiality Agreement shall be automatically reinstated without action by the parties and shall be deemed to have covered all disclosures during the period from the Closing to the Second Deferred Payment Date when it is reinstated.
Buyer Confidentiality. Each Buyer acknowledges that, pursuant to its right of access to the Records and the Assets, such Buyer will become privy to confidential and other information of SM and that such confidential information shall be held confidential by such Buyer and its Buyer’s Representatives in accordance with the terms of the applicable Confidentiality Agreement. If Closing should occur, the foregoing confidentiality restriction on Buyers, including the Confidentiality Agreements, shall terminate (except as to (a) any Assets that are excluded from the transactions contemplated hereby pursuant to the provisions of this Agreement, (b) the Excluded Assets, and (c) information related to assets other than the Assets).
Buyer Confidentiality. (i) From and after the date hereof, except as required by applicable Legal Requirements or permitted by Section 5.3, neither Buyer, nor any of its Affiliates or their Representatives shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Seller Proprietary Information. For the avoidance of doubt, the confidentiality obligations of Buyer under the Nondisclosure Agreement shall continue to apply to all information of Seller to the extent provided therein, whether or not such information is Seller Proprietary Information, prior to the Closing.
(ii) For the purposes of this Section 5.8(a), “Seller Proprietary Information” means any and all information regarding Seller, not relating to the Acquired Assets and the Business, together with all information relating to assets other than the Acquired Assets or the Retained Obligations under this Agreement, which has not been or is not generally made available to the public by Seller prior to the Closing Date.
Buyer Confidentiality. Prior to the Closing, except as may be otherwise required by law or the final non-appealable order of a court of competent jurisdiction, the Buyer shall continue to be bound by the Confidentiality Agreement (a copy of which is included in the Disclosure Schedule); provided, however, that (i) the Buyer may incorporate information concerning the Seller in preliminary drafts of offering documents being prepared by the Buyer and its underwriters in connection with the Buyer's high yield offering if all Persons provided such preliminary drafts acknowledge and agree to maintain the confidentiality of all such information, and (ii) upon the expiration of the HSR waiting period , the Buyer may make such disclosures to any Persons as are necessary or desirable in connection with the Buyer's high yield offering. Except with respect to the foregoing, the Confidentiality Agreement shall continue in effect (i) in the event that Closing does not occur, and (ii) with regard to matters relating to the Shareholders.
Buyer Confidentiality. (a) The Buyer, subject to the conditions and exceptions set forth below, shall (i) keep secret and maintain in strictest confidence and (ii) not use for its own benefit (other than as reasonably required in connection with concluding the transactions contemplated by this Agreement and/or in connection with the exercise of its rights under this Agreement or under any ancillary agreements) or for the benefit of others any information which concerns the business and operations of any member of the Raytheon Group or the RECI Companies ("Raytheon Information") and which is or has been acquired by the -------- ----------- Buyer pursuant to this Agreement and/or pursuant to the Confidentiality Agreement dated as of August 4, 1999 between Raytheon Company and Xxxxxxxx Xxxxxxx Corporation (the "Buyer Confidentiality Agreement"), including any such ----- --------------- --------- Raytheon Information which is related to any liability retained by the Sellers pursuant to this Agreement and/or to any Retained Risk E&C Contract; provided, -------- however, that the Buyer's obligations hereunder with respect to information ------- concerning the business and operations of any RECI Subsidiary, the Acquired RECI Assets, the Assumed RECI Liabilities or the Purchased Business shall expire at Closing but shall continue with respect to any Raytheon Information related to any liability retained by the Sellers pursuant to this Agreement and/or to any Retained Risk E&C Contract and the Indemnified Projects, Retained Claims, Excluded RECI Assets and Distributed Assets.
(b) The Buyer's obligations under Sections 12.1(a) above shall not apply with respect to any information which the Buyer can demonstrate:
