CONFIDENTALITY. You agree to treat all records and other information relating to the Trust and the securities holdings of the Fund as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, you, and your officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing the Fund’s portfolio holdings. You agree that, consistent with your Code of Ethics, neither you nor your officers, directors or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.
CONFIDENTALITY. 14.1 Subject to any obligation to comply with Applicable Law, ASX Listing Rule, court order, and except as expressly set forth herein, whether or not the transactions contemplated hereby are consummated, all information obtained by each party hereto (the “receiving party”) about the other party hereto (the “disclosing party”) shall be maintained in strict confidence and the receiving party shall cause its affiliated entities, officers, employees and agents to keep such information strictly confidential. In addition, receiving party shall not make any use of such information other than strictly for purposes hereof. If this Agreement is terminated for any reason, receiving party shall promptly return or cause to be returned to the disclosing party all written data, information, files, records and copies of documents in whatever form, obtained by receiving party in connection with the transactions contemplated hereby. In the event that the receiving party is subject to disclosure duties under Applicable Laws, the receiving party shall have the right to make any disclosure of information only to the extent required under such laws. Furthermore, this confidentiality undertaking shall not apply with regard to information which: (i) is or becomes generally available to the public other than as a result of disclosure thereof by any receiving party; (ii) is lawfully received by the receiving party or any affiliate thereof from a third party under no obligation of confidentiality or nondisclosure to the disclosing party; (iii) the receiving party or any affiliate thereof had prior knowledge with respect thereto, as evidenced in written records. Notwithstanding the aforesaid, in connection with periodic and financial reports to its shareholders, the receiving party may make general statements regarding the nature and progress of the transaction. A receiving party may disclose the existence of this Agreement, the terms of this Agreement, and any Confidential Information to its professional advisers provided those advisers are subject to an obligation of confidentiality. All obligations of Buyer under this Section 14.1 shall terminate with respect to the Acquired Assets and the Assumed Liabilities simultaneously with the Closing.
14.2 From and after the Closing, Seller shall hold in strict confidence from any Person and shall not, directly or indirectly, disclose, divulge or make any unauthorized use of, and shall cause its Affiliates and its and their respective repre...
CONFIDENTALITY. Any non-public data, information and other materials of a party provided to either party by the other party where such information is marked or otherwise understood as being “proprietary” or “confidential” or the like (“Confidential Information”) disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the confidential and proprietary information of the Disclosing Party and the Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. The Receiving Party shall retain the Confidential Information in confidence and not use or disclose the Confidential Information to any third party without the Disclosing Party’s express written consent; provided, however, these restrictions shall not apply to information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; (iv) is developed independently by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure.
CONFIDENTALITY. The Tenderers must observe strict confidentiality in relation to unauthorized third parties concerning information which may come into the Tenderer's possession in connection with this Tender. The Tender Documents must be treated in strict confidence, and the Tenderer is not authorised to use this material or the knowledge obtained in any other connection. After conclusion of the contract, the Contracting Authority reserves the right to publish a short summary of the evaluation of the selected Tender. The Contracting Authority will not publish information which the undertaking has defined as confidential information. However, the Contracting Authority is comprised by the rules on public access to documents, due to which parts of the Tenderer's Tender may be subject to the said rules. The Contracting Authority will in all circumstances be entitled and obliged to provide access to the extent necessitated by legislation.
CONFIDENTALITY. 6.1. The Parties agree to keep the present Agreement and the circumstances surrounding it strictly confidential, and consequently refrain from making direct or indirect reference to it or disclosing it for any reason whatsoever to third parties (excluding their respective counsel), except as required by law, judicial or regulatory authority. In this case, the Party to whom the request is addressed undertakes to inform the other Party immediately and prior to any communication of the agreement.
6.2. Xx. Xxxxxx undertakes not to use for his own account or for the account of others, including any company, any confidential information of which he may have become aware, in particular concerning the financial, economic, commercial and administrative situation of the Company and of any company/entity to which it belongs.
CONFIDENTALITY. 5.1 Notwithstanding any other provision of this Agreement, the parties shall be entitled at all times to:
5.1.1 consult freely about the Group and its affairs with; and
5.1.2 disclose Conditional Information to, their auditors, lenders and proposed lenders and with any other member of their respective Groups or investors (or with or to any of its or their respective professional advisers) in connection with the entry into this agreement and the subscription in, and proposed operation of, the Company and the Group, provided that the party disclosing such information shall use reasonable endeavours to procure that any such recipient is made aware that it is Confidential Information and agrees to treat it accordingly.
5.2 Subject to clause 5.1, each party shall in all respects keep confidential and not at any time disclose or make known in any other way to anyone whomsoever or use for his own or any other person's benefit or to the detriment of the other party or any Group Company any Confidential Information, provided that:
5.2.1 such obligation shall not apply to information which becomes generally known (other than through a breach by any party of this clause);
5.2.2 any party shall be entitled at all times to disclose such information as may be required by law or by any competent judicial or regulatory authority or by any securities exchange on which it is linked or for tax or accounting purposes (provided that, so far as practicable, the disclosing party shall consult with the other parties prior to making such disclosure); and
5.2.3 nothing contained in this clause shall prevent any employee of any party from disclosing information in the proper performance of his duties as an employee.
CONFIDENTALITY. The Product is a trade secret of GFI Software and is proprietary to GFI Software. You shall maintain Product confidence and prevent disclosure of the Product using at least the same degree of care you use for your own similar proprietary information, but in no event less than a reasonable degree of care. You shall not disclose the Product or any part thereof to anyone for any purpose, other than to employees for the purpose of exercising the rights expressly granted under this Agreement.
CONFIDENTALITY. Each party shall preserve as confidential all, and shall not disclose any, proprietary or confidential information of the other party (including information of a third party which a party is under an obligation to maintain in confidence) to which each party may have access as a result of these terms and conditions, the Purchaser’s order, the contract of sale resulting from its acceptance or the presence of a party’s employees at the other party’s site. This confidentiality obligation shall apply to all such proprietary or confidential information of each party, whether in its original form or a derivative form, including work product resulting from Seller’s performance of any Purchase Order. Neither party shall take photographs of any portion of any work performed pursuant to any order or duplicate any drawings or specifications without the prior approval of the other party. Nothing herein shall prevent the communication to others of any proprietary or confidential information which the receiving party can show was known to it or its representatives prior to its receipt from the disclosing party hereunder, was lawfully obtained by the receiving party or its representatives other than by disclosure from the disclosing party, or became public knowledge through no fault of the receiving party.
CONFIDENTALITY. 1. Except for the case of use for the purpose of performing this contract and to the extent specified by this contract, the Parties undertake to keep confidential all information related to the contents of the Contract and the implementation contents of the Contract and other relevant information known to the Parties during the performance of the Contract (“Confidential Information”). The Parties shall not disclose or disclose the above information, directly or indirectly, unintentionally or knowingly, to any other third party unless the other Party agrees in writing or as required by the Applicable Law.
2. The provisions of Clause 1 of this Article are binding on the Parties without limitation in terms of space and time. Any breach of confidentiality obligations resulting in damage to a Party (if any) will be compensated by the breaching party according to the actual damage occurred.
3. Each Party may disclose the Confidential Information of the other Party:
a. to employees, specialists, representatives or consultants where such individuals need to obtain information in order to perform the Party's obligations under this contract. Each Party shall ensure that employees, specialists, representatives or consultants to whom it discloses Confidential Information of the other Party are consistent with this Article; and
b. to a competent court or any governmental or regulatory body, where required by law.
4. The obligations set forth in this Article shall remain in force regardless of the expiration or termination of this contract for any reason, but shall not apply to the following Confidential Information:
a. is disclosed at the time of disclosure to the Recipient; or ,
b. is widely known but not by the receiving Party in breach of the Contract; or
c. The receiving Party may demonstrate that it has received the information in other ways that are not provided by the other Party, including: - Know before it is disclosed; - Developed completely independently by the other party; or - Have been received from a third party without restriction on disclosure from that third party; - As required by Law, a regulatory or other authority (including any governmental authority) requires the Recipient to disclose, provided that, if the disclosure is lawful, the disclosing party must give advance notice of its intention to disclose.
CONFIDENTALITY. All negotiations and eventual sale to be kept private and confidential between the parties involved, subject however to any disclosure requirement in relation to equity raising or and requirement in relation to the U.S. SEC and NASDAQ, Buyers and Sellers bank or required LI law. Should, however, details of the sale become known or reported on the market, neither thi Buyers nor the Sellers shall have the right to withdraw from the sale or to fail to fulfil thei obligations under the MOA. For and on behalf of the Sellers Name: Xxxxxx Xxxxxx For and on behalf of the Buyers Technomar Shipping Inc. /s/ Xxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Director and President /s/ Xxxxxxxxx Xxxxxxxxx Title: Director-Vice President-Treasurer Annex I to the Memorandum of Agreement dated 17th of October 2017 BUYERS: Technomar Shipping Inc for and on behalf of Poseidon Containers Holdings Corp. (or nominated SPVs) SELLERS: Xxxxx Containerships Inc. (Separate MOAs will be signed for each vessel and the ship-owning company will be named as Seller of the respective vessel)
