Confidentiality; Access. The Confidentiality Agreement shall remain in full force and effect. Upon reasonable notice, each of Frankfort First and First Federal shall afford to the other’s officers, employees, accountants, legal counsel and other representatives access, during normal business hours, to all of its and its Subsidiaries’ properties, books, contracts, commitments and records; provided that Frankfort First and First Federal shall have the right to redact any information from such materials which relates to assessments, analyses or discussions of a possible Acquisition engaged in by it prior to the date of this Agreement, or which, relates to matters or issues concerning its evaluation of the Merger or its obligations under this Agreement, or that would impair its Board of Directors’ ability to discharge its fiduciary duties.
Confidentiality; Access. The Confidentiality Agreement and the Access Agreement are hereby incorporated in this Agreement by reference, and Seller and Buyer agree to continue to be bound by the terms of such agreements binding on such parties, respectively.
Confidentiality; Access. (a) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, MetLife shall not, and shall cause the MetLife Group, their respective Affiliates and their respective officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to any member of the Company Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any Company Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the Company Group under this Agreement or any Transaction Document, then the Company Confidential Information so used or disclosed shall be used only as required to perform such services. The MetLife Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care.
Confidentiality; Access. The Confidentiality Agreement previously entered into between Bancorp and FMS shall remain in full force and effect. Upon reasonable notice, each party shall afford to the other’s officers, employees, accountants, legal counsel and other representatives access, during normal business hours, to all of its and its Subsidiaries’ properties, books, contracts, commitments and records; provided that FMS shall have the right to redact any information from such materials which relates to assessments, analyses or discussions of a possible Acquisition engaged in by it prior to the date of this Agreement, or which, relates to matters or issues concerning its evaluation of the Merger or its obligations under this Agreement, or that would impair its Board of Directors’ ability to discharge its fiduciary duties.
Confidentiality; Access. (a) The Parties hereby agree to treat the contents of this Agreement, all nonpublic information obtained in connection with this Agreement and the Transactions as confidential in accordance with the terms of that certain Confidentiality Agreement between Cobham and Buyer, dated as of September 20, 2017 (the “Confidentiality Agreement”) which shall continue in full force and effect until the Closing Date, at which time the Confidentiality Agreement, and the obligations of the Parties under this Section 5.4, shall terminate and be of no further force or effect. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. The foregoing and the Confidentiality Agreement shall not prevent a Party from making any disclosure (x) as may be required by Law or the rules and regulations of any stock exchange (including, for the avoidance of doubt, the London Stock Exchange and NASDAQ) upon which the securities of the Sellers or Buyer, as applicable, or any of their respective Affiliates, are listed, and in the event such disclosure is required, a Party may include such information as it customarily discloses with respect to similar transactions; and (y) as may be necessary or desirable in connection with any Governmental Filings. For the avoidance of doubt, the non-solicitation provision set forth in the Confidentiality Agreement shall not prevent Buyer from having discussions prior to Closing with respect to the Entity Employees solely regarding their roles with Buyer and the Conveyed Entities after the Closing.
Confidentiality; Access. (a) The parties acknowledge that WWS Acquisition, LLC and Buyer have previously executed a letter agreement effective as of May 23, 2018 (the “Confidentiality Agreement”), the entirety of which will continue, except as expressly provided by this Agreement, in full force and effect in accordance its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effect. The parties acknowledge and agree that the existence of this Agreement, the Ancillary Agreements and the Disclosure Schedule and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, and the negotiation hereof and thereof and the transactions contemplated hereby and thereby, shall constitute “Evaluation Material” under the Confidentiality Agreement.
Confidentiality; Access. The Confidentiality Agreement shall remain in full force and effect, except that numbered paragraph 4 thereof ("Other Discussions") shall be superceded by this Agreement and of no further force and effect. Upon reasonable notice, each of First Northern and Mutual shall afford to the other's officers, employees, accountants, legal counsel and other representatives access, during normal business hours, to all of its and its Subsidiaries' properties, books, contracts, commitments and records; provided that First Northern and Mutual shall have the right to redact any information from such materials which relates to assessments, analyses or discussions of a possible Acquisition engaged in by it prior to the date of this Agreement, or which, relates to matters or issues concerning its evaluation of the Merger or its obligations under this Agreement, or that would impair its Board of Directors' ability to discharge its fiduciary duties.
Confidentiality; Access. (a) If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. The parties hereto each acknowledge that certain Confidential Information is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and binding upon the parties hereto. If the transactions contemplated hereby are not consummated, the parties shall continue to be bound by the provisions of the Confidentiality Agreement in accordance with the terms thereof. Effective as of the Closing, the Confidentiality Agreement shall terminate.
Confidentiality; Access. (a) The parties acknowledge that Target and Purchaser have previously executed a confidentiality agreement, dated as of August 11, 2011 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.
Confidentiality; Access. 7.4.1 Unless and until the transactions contemplated hereby have been consummated, the Purchaser will, and will ensure that its representatives will, hold in strict confidence and not use in any way except in connection with the consummation of the transactions contemplated hereby, all confidential information obtained in connection, with the transactions contemplated hereby from the Majority Shareholders or from any of their representatives, in accordance with and subject to the terms of the Confidentiality Agreement.
