Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. DGI and the Partnership agree that, in the event that the transactions contemplated herein shall not be consummated, each will treat in confidence all documents, materials and other information which it shall have obtained during the course of the negotiations leading to this Agreement, the investigation of the other party hereto and the preparation of this Agreement and other documents relating to this Agreement (collectively, the "Confidential Information"), and shall return to the other party all copies of the Confidential Information which have been furnished in connection therewith. In the event that a party hereto becomes legally compelled to disclose any of the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information which it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished. DGI and the Partnership agree and acknowledge that a breach of the provisions of this Section 4.2 would cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the other party shall have the right to seek specific performance of the provisions of this Section 4.2 to enjoin a breach or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise.

Confidential Nature of Information. DGI Computone, the Sub and the Partnership Company agree that, in the event that the transactions contemplated herein shall not be consummated, each will treat in confidence all documents, materials and other information which it shall have obtained during the course of the negotiations leading to this Agreement, the investigation of the other party hereto and the preparation of this Agreement and other documents relating to this Agreement (collectively, the "Confidential Information"), and shall return to the other party all copies of the Confidential Information which have been furnished in connection therewith. In the event that a party hereto becomes legally compelled to disclose any of the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information which it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished. DGI Computone, the Sub and the Partnership Company agree and acknowledge that a breach of the provisions of this Section 4.2 would cause the other party parties to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the other party parties shall have the right to seek specific performance of the provisions of this Section 4.2 to enjoin a breach or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise.

Confidential Nature of Information. DGI Kinark and the Partnership Trustee (on behalf of itself, the Trusts and the Trusts' beneficiaries) each hereby agrees not to make any public disclosure concerning the subject matter of this Agreement or the consideration of the transactions contemplated hereby except in accordance with Section 5.3 hereof. Kinark agrees to use the information it obtains from the Trustee or the Trusts in the course of its due diligence investigation only for the purposes of evaluating the transactions contemplated hereby, Kinark and the Trustee agree that, in the event that the transactions contemplated herein shall hereby are not be consummated, each party will treat in confidence all documents, materials and other information which it that each party shall have obtained from the other party regarding Rxxxxx or the Trustee or the Trusts, on the one hand, or Kinark, on the other hand, during the course of the negotiations leading to this Agreementof the transactions contemplated hereby, the investigation by Kinark of the other party hereto Rxxxxx, and the preparation of this Agreement and other documents relating to this Agreement (collectively, the "Confidential Information")Agreement, and shall return to the other party all copies of the Confidential Information which non-public documents and materials that have been furnished in connection therewith. In the event that a However, nothing contained herein shall prohibit either party hereto becomes legally compelled to disclose from (i) using such documents, materials or other information in connection with any of the Confidential Information, it shall provide action or proceeding brought or any claim asserted by the other party with reasonable notice so that it may seek a protective order respect to any breach of any representation, warranty or other appropriate remedy covenant made in or waive compliance pursuant to this Agreement or (ii) supplying or filing (with the provisions prior written consent of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information which it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished. DGI and the Partnership agree and acknowledge that a breach of the provisions of this Section 4.2 would cause the other party to suffer irreparable damage that could which consent shall not be adequately remedied by an action at lawunreasonably withheld) such documents, materials or other information with any federal, state or local government agency or authority that such party reasonably deems necessary. AccordinglyThis Section 5.2 supersedes all previous understandings between the parties concerning confidential information including the Confidentiality Agreement executed July 1, each party agrees that the other party shall have the right to seek specific performance of the provisions of this Section 4.2 to enjoin a breach or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise1994.

Confidential Nature of Information. DGI and the Partnership Seller agree that, in the event that the transactions contemplated herein shall not be consummated, each will treat in confidence all documents, materials and other information which that it shall have obtained during the course of the negotiations leading to this Agreement, the investigation of the other party hereto and the preparation of this Agreement and other documents relating to this Agreement (collectively, the "Confidential Information"), and shall return to the other party all copies of the Confidential Information which that have been furnished in connection therewith. In the event that a party hereto becomes legally compelled to disclose any of the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party waives does not waive compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information which that it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished. DGI and the Partnership Seller agree and acknowledge that a breach of the provisions of this Section 4.2 would cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the other party shall have the right to seek specific performance of the provisions of this Section 4.2 to enjoin a breach or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise.

Confidential Nature of Information. DGI Donegal Mutual and the Partnership Sheboygan Falls agree that, in the event that the transactions contemplated herein shall not be consummated, each will treat in confidence all documents, materials and other information which that it shall have obtained during the course of the negotiations leading to this Agreement, the investigation of the other party hereto and the preparation of this Agreement and other documents relating to this Agreement with the exception of any filings made by Donegal Mutual or Sheboygan Falls with the OCI (collectively, the "“Confidential Information"”), and shall return to the other party all copies of the Confidential Information which that have been furnished in connection therewith. In the event that a party hereto becomes legally compelled to disclose any of the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.25.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.25.2, the first party will furnish only that portion of the Confidential Information which that it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished. DGI Donegal Mutual and the Partnership Sheboygan Falls agree and acknowledge that a breach of the provisions of this Section 4.2 would 5.2 may cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the other party shall have the right to seek specific performance of the provisions of this Section 4.2 5.2 to enjoin a breach or attempted breach of the provisions of this Section 4.25.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise. The foregoing shall be in addition to the rights and obligations under the Existing Confidentiality Agreements.

Confidential Nature of Information. DGI and the Partnership agree that, in the event Each party agrees that the transactions contemplated herein shall not be consummated, each it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation of provided for herein, under the other party hereto TBA, and the preparation of this Agreement and other documents relating to this Agreement (collectivelyrelated documents, and, in the "Confidential Information")event the transactions contemplated hereby shall not be consummated, and shall each party will return to the other party all copies of the Confidential Information nonpublic documents and materials which have been furnished in connection therewiththerewith and will not, thereafter, use any confidential information contained therein. In Without limiting the event that a right of either party hereto becomes legally compelled to disclose any of the Confidential Information, pursue all other legal and equitable rights available to it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions for violation of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information which it is advised 11.2 by opinion of counsel, which counsel shall be reasonably acceptable to the other party, it is legally required and will endeavor to obtain assurance agreed that confidential treatment will be accorded other remedies cannot fully compensate the Confidential Information so furnished. DGI and the Partnership agree and acknowledge that aggrieved party for such a breach of the provisions violation of this Section 4.2 would cause 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof. Notwithstanding anything to the contrary set forth herein or in any other party written or oral understanding or agreement to suffer irreparable damage which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that could (i) any obligations of confidentiality contained herein and therein do not be adequately remedied by an action at law. Accordinglyapply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated hereby (and any related transactions or arrangements) (the “Transactions”), and (ii) each party agrees (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the other party shall have privilege each has to maintain, in its sole discretion, the right confidentiality of a communication relating to seek specific performance the Transactions, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the provisions of this Section 4.2 Code, is not intended to enjoin a breach or attempted breach of be affected by the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwiseforegoing.

Confidential Nature of Information. DGI (a) Donegal Mutual and the Partnership Southern Mutual agree that, in the event that the transactions contemplated herein by this Agreement shall not be consummated, each will treat in confidence all documents, materials and other information which that it shall have obtained during the course of the negotiations leading to this Agreement, the investigation of the other party hereto and the preparation of this Agreement and other documents relating to this Agreement with the exception of any filings made by Donegal Mutual or Southern Mutual with the Georgia Department (collectively, the "“Confidential Information"”), and shall return to the other party all copies of the Confidential Information which that have been furnished in connection therewith. . (b) In the event that a party hereto becomes legally compelled to disclose any of the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.25.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.25.2, the first party will furnish only that portion of the Confidential Information which that it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnished. DGI . (c) Donegal Mutual and the Partnership Southern Mutual agree and acknowledge that a breach of the provisions of this Section 4.2 would 5.2 may cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the other party shall have the right to seek specific performance of the provisions of this Section 4.2 5.2 to enjoin a breach or attempted breach of the provisions of this Section 4.25.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwise. The foregoing shall be in addition to the rights and obligations under the Confidentiality Agreement.

Confidential Nature of Information. DGI and the Partnership agree that, in the event Each party agrees that the transactions contemplated herein shall not be consummated, each it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation of the other party hereto and the preparation of this Agreement and other documents relating to this Agreement (collectivelyrelated documents, and, in the "Confidential Information")event the transactions contemplated hereby are not consummated, and shall each party will return to the other party all copies of the Confidential Information which nonpublic documents and materials that have been furnished in connection therewiththerewith and will not, thereafter, use any confidential material contained therein. In Without limiting the event that a right of any party hereto becomes legally compelled to disclose any of the Confidential Information, pursue all other legal and equitable rights available to it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions for violation of this Section 4.2. In 11.2 by any other party, it is agreed that other remedies cannot fully compensate the event that aggrieved party for such protective order or other remedy is not obtained or that the other party waives compliance with the provisions a violation of this Section 4.211.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the first party will furnish only parties acknowledge and agree that portion (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the Confidential Information which it is advised by opinion transactions contemplated hereby (and any related transactions or arrangements) (the “Transactions”), and (ii) each party (and each of counselits employees, which counsel shall be reasonably acceptable representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the other partyTransactions, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is legally required and will endeavor not intended to obtain assurance that confidential treatment will be accorded affected by the Confidential Information so furnished. DGI and the Partnership agree and acknowledge that a breach of the provisions of this Section 4.2 would cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees that the other party shall have the right to seek specific performance of the provisions of this Section 4.2 to enjoin a breach or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwiseforegoing.

Confidential Nature of Information. DGI and the Partnership agree that, in the event Each party agrees that the transactions contemplated herein shall not be consummated, each it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation of the other party hereto provided for herein and the preparation of this Agreement and other documents relating to this Agreement (collectivelyrelated documents, and, if the "Confidential Information")transactions contemplated hereby are not consummated, and shall each party will return to the other party all copies of the Confidential Information nonpublic documents and materials which have been furnished in connection therewith. In Such documents, materials and information shall not be communicated to any third Person (other than each party’s counsel, accountants, financial advisors or lenders). No other party shall use any confidential information in any manner whatsoever except solely for the event purpose of evaluating the proposed transactions contemplated by this Agreement; provided, however, that after the Closing, the Company may use or disclose any confidential information reasonably related to the Business; provided, further, that to the extent that a party hereto becomes legally compelled Person receiving confidential information hereunder may become required by law or regulation to disclose any of the Confidential Informationsuch confidential information, such Person (a) may only disclose such information if it shall provide will first have used commercially reasonable efforts to, and, if practicable, will have afforded the other party with reasonable notice so that it may seek a the opportunity to, obtain an appropriate protective order or other appropriate remedy or waive compliance with satisfactory assurance of confidential treatment for the provisions of this Section 4.2. In the event that information required to be so disclosed and (b) if such protective order or other remedy is not obtained obtained, or that the other party waives such Person’s compliance with the provisions of this Section 4.26.17, the first party it will only furnish only that portion of the Confidential Information confidential information which it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the other party, is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the Confidential Information so furnisheddisclosed. DGI and the Partnership agree and acknowledge that a breach The obligation of the provisions of this Section 4.2 would cause the other each party to suffer irreparable damage that could treat such documents, materials and other information in confidence shall not be adequately remedied by an action at law. Accordingly, each party agrees that the other party shall have the right apply to seek specific performance of the provisions of this Section 4.2 to enjoin a breach any information (i) which is or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are becomes generally available to each the public other than as a result of a disclosure by the party at lawreceiving the confidential information, in equity (ii) that was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party or otherwise(iii) becomes available to the receiving party from a Person other than the disclosing party or its Affiliates who is not, to the receiving party’s knowledge, subject to any legally binding obligation to keep such information confidential.

Confidential Nature of Information. DGI and the Partnership agree that, in the event Each party agrees that the transactions contemplated herein shall not be consummated, each it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation of the other party hereto provided for herein and the preparation of this Agreement and other documents relating to this Agreement (collectivelyrelated documents, and, in the "Confidential Information")event the transactions contemplated hereby shall not be consummated, and shall each party will return to the other party all copies of the Confidential Information nonpublic documents and materials which have been furnished in connection therewith. In Such documents, materials and information shall not be communicated to any third Person (other than, in the event that case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of the Seller, to its counsel, accountants or financial advisors). The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is known to the public and did not become so known through any violation of a legal obligation, (c) became known to the public through no fault of such party, (d) such party hereto becomes legally compelled is required to disclose any of such information pursuant to judicial order or, in the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party waives compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information which it is advised by opinion of counsel, which counsel shall pursuant to applicable law (but only to the extent it must be so disclosed), or (e) such party reasonably acceptable deems necessary to disclose to obtain any of the consents or approvals contemplated hereby. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 by the other party, it is legally required and will endeavor to obtain assurance agreed that confidential treatment will be accorded other remedies cannot fully compensate the Confidential Information so furnished. DGI and the Partnership agree and acknowledge that aggrieved party for such a breach of the provisions violation of this Section 4.2 would cause the other party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, each party agrees 10.2 and that the other aggrieved party shall have the right be entitled to seek specific performance of the provisions of this Section 4.2 injunctive relief to enjoin prevent a breach violation or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that are available to each party at law, in equity or otherwisecontinuing violation hereof.