Certain Communications. The Client hereby acknowledges that it has requested the delivery of Reports, Client Records and other information processed and/or maintained by the Service Provider hereunder in an unencrypted manner and accepts the risk that such delivery means may expose such information to disclosure through media and hardware that are not within the control of the Service Provider during the delivery process.
Certain Communications. The Client hereby acknowledges that if it has requested the delivery of Reports, Client Records and other information processed and/or maintained by the Service Provider hereunder in an unencrypted manner, it (i) accepts the risk that such delivery means may expose such information to disclosure through media and hardware that are not within the control of the Service Provider during the delivery process and (ii) agrees that in such circumstances neither the Service Provider nor its Affiliates or Agents shall be responsible if a Person other than the intended recipient intercepts, discovers or acts upon such a communication. Upon notice, the Service Provider may require delivery of documents referenced above in an encrypted manner.
Certain Communications. With respect to documents which would have been required to be provided to Administrative Agent pursuant to paragraph (i) or (iii) but for the parenthetical in those paragraphs, Company shall promptly upon receiving such documents provide a list identifying generally the documents not disclosed and summarizing the information contained in such documents to the extent consistent with not waiving any privilege with respect thereto. If the privilege prevents Company from summarizing the information contained in such documents Company (a) shall nevertheless advise Administrative Agent that a matter, the nature of which cannot be disclosed without waiving the applicable privilege, exists with respect to a specified Facility or Environmental Claim that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (b) shall provide such other information to Administrative Agent, consistent with not waving the privilege, that Administrative Agent may reasonably request.
Certain Communications. CyberGuard and you agree that neither of us will say, write or communicate in any manner to any person or entity anything substantially derogatory about the other, regardless of the truth or falsity of the information. Of course, nothing in this section shall be construed to prevent either party from testifying truthfully under oath if compelled to do so by court order or other legal compulsion. In this connection, for purposes hereof, "CyberGuard" means and includes CyberGuard Corporation, and its current officers, directors, employees, affiliates and representatives.
Certain Communications. The Company shall provide Purchaser with copies of all letters, memoranda and other correspondence (including the materials to be provided pursuant to Section 2.7(c) and Section 5.14) to be circulated to the employees (including employees which are Stockholders or Option Holders) prior to Closing that describe the transactions contemplated hereby or the Purchaser for its prior review and approval, which review and approval shall not be unreasonably withheld or delayed.
Certain Communications. Except for communications in the ordinary course of business that do not relate in any manner to the Merger or the Bank Merger, issue any broadly distributed communication of a general nature to its customers or employees (including, without limitation, any general communications relating to benefits or compensation), provided, however that the prior written consent of Parent required under this section shall not be unreasonably withheld and further provided, that the Company may, without the prior written consent of Parent (but after such consultation, to the extent practicable in the circumstances), issue such communication as may upon the advice of outside counsel be required by law or the requirements of the SEC or Nasdaq.
Certain Communications. Except for communications in the ordinary course of business that do not relate in any manner to the Transactions, issue any broadly distributed communication of a general nature to its customers or employees (including, without limitation, any general communications relating to benefits or compensation).
Certain Communications. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company: (i) since its incorporation in July 2018, has not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other written correspondence or notice from any governmental or regulatory authority alleging or asserting material noncompliance with any applicable Health Care Laws (as defined below) or the terms of any Permits, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (ii) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental or regulatory authority or third party alleging that any product candidate, operation, or activity is in violation of any Health Care Laws or Permits and has no knowledge that any such governmental or regulatory authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (iii)
(a) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws or Permits, (b) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct and not misleading in all material respects on the date filed (or were corrected or supplemented by a subsequent submission), and (c) is not aware of any reasonable basis for any material liability with respect to such filings; and (iv) has not, and to the knowledge of the Company, the Company’s officers, employees and agents have not, made any untrue statement of a material fact or fraudulent statement to any governmental or regulatory authority or failed to disclose a material fact required to be disclosed to any governmental or regulatory authority.
Certain Communications. In the event that, following the Closing, Buyer receives any mail addressed to Seller, Seller authorizes Buyer to open such mail solely for purposes of confirming whether the contents of such communications are intended for Buyer or Seller (subject to the provisions of this Section 6.8(b)). In the event that, following the Closing, Seller receives any mail addressed to Buyer, Buyer authorizes Seller to open such mail solely for purposes of confirming whether the contents of such communications are intended for Buyer or Seller (subject to the provisions of this Section 6.8(b)). Seller shall promptly deliver to Buyer any mail or other communication received by Seller on or after the Closing Date relating to the Business, the Purchased Assets or the Assumed Liabilities, provided that Seller may retain a copy of such mail or other communication if and to the extent such mail or other communication relates to the Excluded Assets or Excluded Liabilities. Buyer shall promptly deliver to Seller any mail or other communication received by Buyer on or after the Closing Date relating to the Excluded Assets or Excluded Liabilities, provided that Buyer may retain a copy of such mail or other communication if and to the extent such mail or other communication relates to the Business, the Purchased Assets or the Assumed Liabilities. Each Party shall undertake commercially reasonable efforts to ensure that third parties direct mail and other communications to the proper Party or Parties after the Closing.
Certain Communications. Each party to this Agreement agrees that it will not, and will cause its authorized agents and representatives not to, use any information obtained in connection with the transactions contemplated hereby for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each party to this Agreement shall keep confidential, and shall cause its authorized agents and representatives to keep confidential, all such information except as otherwise consented to by Autobytel and Target on behalf of itself and the Shareholders; provided, however, that Autobytel shall not be precluded from making any disclosure which it deems is required by applicable law. In the event Autobytel is required to disclose any information pursuant to the immediately preceding sentence, it shall give at least twenty four (24) hours prior notice of such disclosure to Target.
