Confidential. The Purchaser acknowledges that the information made available to the Purchaser other than the SEC Reports is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that Purchaser’s subscription may not be accepted by the Company or a Closing may not occur for any reason if not consented to by Purchaser; provided, however, that (a) the Purchaser may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to the Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), (iii) is being disclosed pursuant to a subpoena or court order or is otherwise required to be provided by law, or (iv) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company).
Confidential. Buyer shall not disclose or permit to be disclosed to any third party, the terms or existence of this Agreement or the underlying transaction, any of the reports or any other documentation or information provided to or obtained by Buyer which relate to the Property (collectively, the “Confidential Information”) in any way without Seller’s prior written consent, which may be granted or withheld (i) in Seller’s sole and absolute discretion prior to the Closing, or (ii) in Seller’s reasonable discretion after the Closing. Notwithstanding the foregoing, Buyer shall have a right to disclose the Confidential Information: (i) to Buyer’s lenders, accountants, employees, attorneys and other agents upon whom Buyer will rely upon or consult with in making acquisition decisions in connection with the transaction contemplated herein, provided that (A) such parties have been advised of the confidential nature of the same and Buyer shall be responsible for such parties’ breach of the confidentiality restrictions set forth herein, and (B) all such Confidential Information shall be used by such parties solely in connection with the transaction contemplated hereby; and (ii) if obligated by law or legal process to make such disclosure, in which case Buyer shall provide Seller with written notice prior to any such disclosure. The provisions of this Section shall survive the termination of this Agreement for any reason. [Signature Page Follows]
Confidential customary provisions (but, excluding for the avoidance of doubt, underwritten offerings). At its expense, TopCo agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares to be subscribed for pursuant to this Subscription Agreement, except for such times as TopCo is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which TopCo determines to obtain, continuously effective with respect to the Investor, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, to remain effective until the earliest of (i) the third anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 without the public information, volume or manner of sale limitations of such rule (such date, the “End Date”). Prior to the End Date, TopCo will use commercially reasonable efforts to qualify the Shares for listing on any relevant stock exchange. The Investor agrees to disclose its ownership to TopCo upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. TopCo may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form F-3 or S-3 at such time after TopCo becomes eligible to use such Form F-3 or S-3. The Investor acknowledges and agrees that TopCo may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, or if such suspension arises out of, or is a result of, or is related to or is in connection with the Statement or related accounting, disclosure or other matters, provided, that, (I) TopCo shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecuti...
Confidential. To initiate a mediation pursuant to paragraph 2(a) the claiming party must give notice in writing (the "ADR Notice") to the other party addressed to its Director and to the Chief Executive of CEDR requesting a mediation in accordance with paragraph 2(a) and such notice must be given within 10 days after the date upon which the time for the Directors to resolve the Dispute pursuant to paragraph 1(b)(iii) expired (or such longer period as is reasonable in all the circumstances).
Confidential. Net Agreement (Net) Rev. 1/2008 Page 10 of 15 5/21/2008
Confidential. It is understood and agreed by the parties hereto that the matters described in this Agreement and the terms and conditions of this Agreement shall be treated as confidential by Employee and the Company and shall not be disclosed or made available by Employee or the Company to any third party without the prior written consent of the other party hereto and then only to the extent and only in accordance with the conditions set forth in any such consent.
Confidential. The Parties shall keep confidential all information pursuant to this Agreement and save and except which may be required to be disclosed under law or on need to know basis. The disclosing Party shall inform the other concerned Party(ies) of receipt of any such communication/notice/intimation requiring such disclosure to enable the concerned Party(ies) to take appropriate action, if required.
Confidential. Save as herein provided all other terms and conditions of the Agreement shall remain in full force and effect.
Confidential. The official file of each employee is confidential and shall be kept in the District personnel office.
Confidential. INFORMATION In order to facilitate Consultant’s Services under this Agreement, it may be necessary for Company to disclose certain data and other proprietary information to Consultant that will, if possible, be labeled with the text “confidential”, and/or to provide Consultant with samples, which, together with any information generated by Consultant in performing Consultant’s Services for Company hereunder (collectively “Technology”). Consultant agrees to retain in strict confidence and not to disclose or transfer any Technology denoted as confidential to any party other than as authorized by Company. Consultant further agrees not to use such information for any purposes other than those of this Agreement. Upon completion of Consultant’s Services hereunder, Consultant will return all Technology copies and any remaining samples to Company, upon request by Company. These obligations of confidentiality and non-use shall not apply to technology: a) that was previously known to Consultant as evidenced by Consultant’s written records, b) that is lawfully obtained by Consultant from a source independent of Company, c) that is now or becomes public knowledge other than by breach of this Agreement, or d) is otherwise required to be disclosed by law. All information regarding Consultant’s pricing and Consultant’s procedural manuals, data, computer software, processes, process technology, means and know-how developed by Consultant and disclosed by Consultant to Company in connection with this Agreement is proprietary, confidential information (“Consultant Know-How”) belonging to Consultant. Consultant Know-How will be held confidential by Company.
