Common use of Confidentiality and Publicity Clause in Contracts

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 2 contracts

Samples: Redemption Agreement (Time Warner Inc), Tolling and Optional Redemption Agreement (Time Warner Inc)

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Confidentiality and Publicity. (a) Unless Each Party agrees to: (i) treat and until Closing occurs, hold as confidential (and not disclose or provide access to any non-public Person to) all confidential information that any party may obtain from with respect to the other in connection with this Agreement shall be confidentialParty, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated or relating to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in which case such party shall any filing on or in connection with a Schedule 13D or Schedule 13G, as applicable, or any amendments thereto and (B) the Purchaser is permitted to disclose, or cause to be responsible for any breach by any such Person) or use such disclosed, information related to the detriment transactions contemplated under this Agreement (including a copy of this Agreement) to the other; providedCompany, the Company’s directors, officers and advisors, (together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that (i) such party may use and any Party becomes legally compelled to disclose any such information once it has been publicly disclosed (except for the Permitted Disclosure), provide the other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession Party with prompt written notice of such party (other than from requirement so that the other partyParty may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) in the event that such party may use protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and disclose exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use prior to making a Permitted Disclosure, the disclosing Party shall in good faith consult and disclose such information coordinate with the other Party with respect to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue timing and content of such party or disclosure; provided, however, that this Section 5.2(a) shall not apply to any information that, at the time of its Affiliates having securities listed on a national securities exchange or quotation system. In disclosure, is in the event of termination public domain and was not disclosed in breach of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained Agreement by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesParty.

Appears in 2 contracts

Samples: Share Transfer Agreement (Choong Choon Hau), Share Transfer Agreement (Activist Investing LLC)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any either party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems Business or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential as well as any non-public information in their the possession of such party related to the Transferred Systems Business and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates affiliates and its and its Affiliates' their directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed disclosed, and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary required to comply with any Legal Requirements Requirement or any periodic reporting obligations such party may have by virtue of such party regulatory inquiry or any of its Affiliates having securities listed on a national securities exchange or quotation systeminvestigation. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Confidentiality and Publicity. (a) Unless This Confidentiality and until Closing occursPublicity provision shall supersede in its entirety the Mutual Non-Disclosure Agreement between the Parties dated April 7, 2017. The Parties will be making certain general business information and know-how that is not generally known by the public available to the other Party, or a Party may have access to Confidential Information of the other Party orally and/or in writing. “Confidential Information” shall include, without limitation, any non-public information that intellectual property, trade secrets, technical information, training materials, control documents, workflows and relevant documentation, materials, data, any party may obtain from the other in connection with this Agreement shall be confidentialsecret, and following Closing, each party shall keep sensitive or confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession material related to the Transferred Systems and Transferred Assets (business generally, business technology, business strategies, accounting, financial information, contracts, agreements, files, records, documents, techniques, expertise, marketing concepts, diagrams or concepts relating to product plans or designs, products, product specifications, systems, software code, formulae, practices, processes, customers, projects or information of any such information type whatsoever, in whatever form or media, whether or not marked as “confidential” or “proprietary,” of a Party that a party is required disclosed to keep confidential or becomes known by the other Party, including all the records of the disclosing Party created, accessed, viewed, learned or obtained by the receiving Party pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates Agreement and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in hereby and which case such party shall be responsible for any breach by any such Person) or use such information is not generally known to the detriment public or throughout the trade, or which could reasonably be expected to be valuable to the disclosing Party or its Affiliates or a competitor of any of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of disclosing Party or its obligations under this Section) or which, to its knowledge, rightfully has come into Affiliates. Confidential Information shall also include the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution terms of this Agreement. For purposes of clarification only and in no way intending to limit or otherwise revise the avoidance of doubtobligations in this Section, Comcast Trust may disclose any these obligations apply to Confidential Information disclosed to the other Party pursuant to this Agreement and the transactions contemplated hereby prior to the Effective Date. The Parties agree to refrain at all times from disclosing the other Party’s Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.others or from using any such Confidential Information except for the benefit of the disclosing Party. The Parties further agree to refrain from any other acts that could tend to destroy the value of the Confidential Information to the disclosing Party. Without in any way intending to limit the forgoing the Parties shall:

Appears in 2 contracts

Samples: Supply Agreement (ChromaDex Corp.), Supply Agreement (ChromaDex Corp.)

Confidentiality and Publicity. (a) Unless and until Closing occurs9.1 In connection with this Agreement, any non-public information that any party either Party may obtain from disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution terms of this Agreement. For Neither Party has any obligation to the avoidance other Party with respect to Information that: i) at the time of doubtdisclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), Comcast Trust may disclose ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any Confidential obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to Comcast Subsidiary be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates Affiliates, and their respective third party representatives., and GI except under written agreement by the contracting parties

Appears in 2 contracts

Samples: Proprietary and Confidentialthis Agreement (World Technology Corp.), Proprietary and Confidentialthis Agreement (World Technology Corp.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidentialEach Party agrees to, and following Closingshall cause its agents, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its representatives, Affiliates' directors, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person, other than their respective agents, representatives, Affiliates, employees, officers and representatives of its advisers and lendersdirectors who need to know such confidential information) all confidential information with respect to the other Parties, in each case, whose knowledge thereof is necessary in order or relating to facilitate the consummation of the transactions contemplated hereby, (ii) in which case the event that any Party or any agent, representative, Affiliate, employee, officer or director of such party shall be responsible for any breach by any such Person) or use such information Party becomes legally compelled to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly (except for information that is legally required to be disclosed (in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange; provided, however, that to the extent permitted by applicable Laws and without causing delay in making such filing or reporting within the prescribed time limit, the disclosing Party shall provide prior written notice to the other than Parties to respond in a reasonable period and all the Parties hereto shall consent to the scope and content of the disclosed information contained in such filing or reporting, the consent of which shall not be unreasonably withheld by any Party and such party in breach of its obligations under this Section) or whichconsent shall be deemed as duly given if any Party does not respond within a reasonable time), to its knowledge, rightfully has come into provide the possession relevant Party with prompt written notice of such party (requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other than from the other partyremedy or waive compliance with this Section 6.5(a), and (iiiii) to in the extent event that such party mayprotective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.5(a) shall not apply to any information that, at the time of disclosure, is in the reasonable judgment public domain and was not disclosed in breach of its counsel, be compelled this Agreement by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party Party or any of its Affiliates having securities listed on a national securities exchange agents, representatives, Affiliates, employees, officers or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesdirectors.

Appears in 2 contracts

Samples: Share Purchase Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.), Share Purchase Agreement (JD.com, Inc.)

Confidentiality and Publicity. (a) Unless Each Party agrees to: (i) treat and until Closing occurs, hold as confidential (and not disclose or provide access to any non-public Person to) all confidential information that any party may obtain from with respect to the other in connection with this Agreement shall be confidentialParty, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated or relating to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; providedconfidential information, provided that (iA) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements each Party is permitted to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled that is required to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returnsby applicable Law, defend any dispute relating to TaxesGovernment Authority or applicable securities exchange, claim including in any Refund filing on or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party a Schedule 13D or Schedule 13G, as the case may use and disclose such information to the extent necessary to comply with Legal Requirements be, or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such terminationamendments thereto, and (B) each party shall use commercially reasonable efforts the Purchaser is permitted to disclose or cause to be delivered disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the otherMerger, information related to the transactions contemplated under this Agreement to DouYu and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its DouYu’s Affiliates and their respective directors, officers, agents, representatives, employees, existing and potential financing sources and investors, who need to know such confidential information (such disclosure as referred to in clauses (A) and (B), the “Permitted Disclosure”), (ii) in the event that any Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other Party with prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 5.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party.

Appears in 2 contracts

Samples: Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. Other than as may be required by applicable Law and regulation or by any governmental or regulatory authority, no Party shall disclose to any person (a) Unless and until Closing occursincluding for the avoidance of doubt, any non-public information other Commitment Party), other than legal, accounting, financial and other advisors to the Company Parties (who are under obligations of confidentiality to the Company Parties with respect to such disclosure, and whose compliance with such obligations the Company Parties shall be responsible for), the name or the principal amount or percentage of the Company Claims/Interests held by any Commitment Party or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer); provided, however, that the Company Parties shall be permitted to disclose at any party time the aggregate principal amount of, and aggregate percentage of, any class of the Company Claims/Interests held by the Commitment Parties collectively; and, provided, further, that the Company Parties may obtain from disclose the other names of any Commitment Party (at the institution level) at a hearing in connection with the Chapter 11 Cases, but not the principal amount or percentage of the Company Claims/Interests held by any such Commitment Party or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer). Notwithstanding the foregoing, the Commitment Parties hereby consent to the disclosure of the execution, terms and contents of this Agreement by the Company Parties in the Definitive Documents or as otherwise required by law or regulation; provided, however, that (i) if any of the Company Parties determines that they are required to attach a copy of this Agreement, any Joinder or Transfer Agreement to any Definitive Documents or any other filing or similar document relating to the transactions contemplated hereby, they will redact any reference to or identifying information concerning a specific Commitment Party and such Commitment Party’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of additional identifying information of any Commitment Party is required by applicable Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be confidential, and following Closing, given by the disclosing Party to each party Commitment Party (who shall keep confidential any non-public information have the right to seek a protective order prior to disclosure). The Company Parties further agree that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement. Notwithstanding the foregoing, the Company Parties will submit to as "Confidential Information"). No party shall disclose counsel for the Commitment Parties all press releases, public filings, public announcements or other communications with any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lendersnews media, in each case, whose knowledge thereof is necessary in order to facilitate be made by the consummation of Company Parties relating to this Agreement or the transactions contemplated hereby, in which case hereby and any amendments thereof at least two (2) Business Days (it being understood that such party shall period may be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) shortened to the extent there are exigent circumstances that require such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled public communication to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary made to comply with Legal Requirements applicable law) in advance of release and will take such counsel’s view with respect to such communications into account. Nothing contained herein shall be deemed to waive, amend or modify the terms of any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Confidentiality Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 2 contracts

Samples: Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/)

Confidentiality and Publicity. Other than as may be required by applicable Law and regulation or by any governmental or regulatory authority, no Party shall disclose to any Person (a) Unless and until Closing occursincluding for the avoidance of doubt, any non-public information other Consenting Creditor), other than legal, accounting, financial and other advisors to the Company Parties (who are under obligations of confidentiality to the Company Parties with respect to such disclosure, and whose compliance with such obligations the Company Parties shall be responsible for), the name or the principal amount or percentage of the Company Claims/Interests held by any Consenting Creditor or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer); provided, however, that the Company Parties shall be permitted to disclose at any party time the aggregate principal amount of, and aggregate percentage of, any class of the Company Claims held by the Consenting Creditors collectively; and, provided, further, that the Company Parties may obtain from disclose the other names of any Consenting Creditor (at the institution level) at a hearing in connection with the Chapter 11 Cases, but not the principal amount or percentage of the Company Claims held by any such Consenting Creditor or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims acquired pursuant to any Transfer). Notwithstanding the foregoing, the Consenting Creditors hereby consent to the disclosure of the execution, terms and contents of this Agreement by the Company Parties in the Definitive Documents or as otherwise required by Law or regulation; provided, however, that (i) if any of the Company Parties determines that they are required to attach a copy of this Agreement, any Transfer Agreement to any Definitive Documents or any other filing or similar document relating to the transactions contemplated hereby, they will redact any reference to or identifying information concerning a specific Consenting Creditors and such Consenting Creditor’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of additional identifying information of any Consenting Creditors is required by applicable Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be confidential, and following Closing, given by the disclosing Party to each party Consenting Creditor (who shall keep confidential any non-public information have the right to seek a protective order prior to disclosure). The Company Parties further agree that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred redacted from “closing sets” or other representations of the fully executed Agreement and any Transfer Agreement. Notwithstanding the foregoing, the Company Parties will submit to as "Confidential Information"). No party shall disclose counsel for the Consenting Creditors all press releases, public filings, public announcements or other communications with any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lendersnews media, in each case, whose knowledge thereof is necessary in order to facilitate be made by the consummation of Company Parties relating to this Agreement or the transactions contemplated hereby, in which case hereby and any amendments thereof at least two (2) Business Days (it being understood that such party shall period may be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) shortened to the extent there are exigent circumstances that require such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled public communication to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary made to comply with Legal Requirements applicable Law) in advance of release and will take such counsel’s view with respect to such communications into account. Nothing contained herein shall be deemed to waive, amend or modify the terms of any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Confidentiality Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 2 contracts

Samples: Agreement (Pacific Drilling S.A.), Agreement

Confidentiality and Publicity. (a) Unless From and until Closing occursafter the date hereof, the provisions of the Confidentiality Agreements shall apply to any non-public information that any party may obtain from the other disclosed pursuant to or in connection with this Agreement shall be confidentialAgreement. Notwithstanding the foregoing, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems extent not otherwise disclosed publicly (other than as a result of a violation of this Section 12.14), none of the Company, the Sellers, Buyer or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall Parent will disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' , attorneys, accountants, employees, officers, directors, officers members, managers, partners and employeesother representatives and beneficial holders thereof) or Governmental Entity the existence or terms of, and representatives of its advisers and lendersor any information obtained in connection with, in each case, whose knowledge thereof is necessary in order to facilitate the consummation this Agreement or any of the transactions contemplated herebyhereby without the prior written consent of Buyer and the Company, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that except (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party as may, in the reasonable judgment opinion of its such Party's counsel, be compelled required by Legal Requirements to disclose any of such information, such Applicable Law or (ii) as may be required by a Governmental Entity (in which events the disclosing party may disclose such information if it has used commercially reasonable efforts, and has afforded will first consult with the other the opportunity, Parties (other than Sellers) with respect to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information disclosure to the extent reasonably necessary permissible and practicable). If Buyer, Parent or the Company is required to permit provide a copy of this Agreement or any related document to any third party (other than their respective Affiliates, attorneys, accountants, employees, officers, directors, members, retired members, managers, retired managers, partners, retired partners and other representatives and beneficial holders thereof), the disclosing party shall ensure that such party to file Tax Returnsdocument is redacted in consultation with the non-disclosing Parties (other than Sellers), defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary practicable and permitted by Applicable Law, to comply with Legal Requirements eliminate all confidential information. The non-disclosing Parties (other than Sellers) shall have the right to review and approve each such document prior to its submission to any third party; provided, however, that such approval shall not be unreasonably withheld or delayed. Unless not permitted by law, in which case the maximum period allowable shall be provided, each Party shall use its reasonable efforts to complete such review as soon as practicable; provided, however, that such review shall be completed within ten (10) business days. Notwithstanding anything in this Agreement to the contrary, not more than five (5) days prior to the end of the Joinder Period, the Company, Buyer and any periodic reporting obligations such party may have Initial Seller desiring to issue a press release upon the consummation of, and in connection with, the transactions contemplated by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) shall notify the obligation set forth in this Section shall continue for a period other Parties of two years after such termination, desire and (B) each party the Parties shall use commercially reasonable efforts to cause to collaborate and agree upon the proper content of such a press release; provided, however, that the issuance of such press release shall require the written consent of the Company, Buyer and the Consenting Sellers (which consent shall not be delivered to unreasonably withheld or delayed). The Company, Parent, Buyer and such Initial Sellers may each issue a press release after the otherClosing containing such agreed upon content. Notwithstanding the foregoing, the Company or any Seller (and to retain no copies ofeach employee, any documentsrepresentative, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust agent thereof) may disclose to any Confidential Information 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 Comcast Subsidiary any of them relating to such tax treatment and its Affiliates and their respective representativestax structure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Idenix Pharmaceuticals Inc), Stock Purchase Agreement (Idenix Pharmaceuticals Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each party will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be confidentialkept confidential and, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 2 contracts

Samples: Asset Exchange Agreement (Insight Communications Co Inc), Asset Exchange Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information A Receiving Party hereby agrees that any party may obtain from the other in connection with this Agreement shall be confidentialit will, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and will cause its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its respective Affiliates and its and their respective representatives to hold in strict confidence all information with respect to the other Parties, the Company and its Affiliates' directorsSubsidiaries and their businesses, officers the terms and employeesconditions of the Transaction Documents and the Didi Ancillary Documents, and representatives any term sheet or memorandum of its advisers and lenders, in each case, whose knowledge thereof is necessary in order understanding entered into pursuant to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to all exhibits and schedules attached hereto and thereto, the detriment of the other; providedtransactions contemplated hereby and thereby, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party)including their existence, and all non-public records, books, contracts, instruments, computer data and other data and information, whether in written, verbal, graphic, electronic or any other form, provided by a Disclosing Party or its representatives to a Receiving Party or its representatives (ii) except to the extent that such party mayinformation has been (i) already in such Receiving Party’s possession prior to the disclosure or obtained by a Receiving Party from a source other than the Disclosing Parties or their representatives, provided that, to a Receiving Party’s knowledge, such source is not prohibited from disclosing such information to it or its representatives by a contractual, legal or fiduciary obligation to the Disclosing Parties or their representatives, (ii) in the reasonable judgment public domain through no breach of the confidentiality obligations under this Agreement by a Receiving Party, or (iii) independently developed by a Receiving Party or on its counselbehalf) (the “Confidential Information”). Notwithstanding the foregoing, be compelled by Legal Requirements to disclose any of such information, such party a Receiving Party may disclose the Confidential Information (A) to its shareholders and representatives so long as such information if it has used commercially reasonable effortspersons are subject to appropriate nondisclosure obligations, and has afforded the (B) pursuant to Law or requests or requirements from any Government Authority or other the opportunity, to obtain an appropriate protective applicable judicial or governmental order, or other satisfactory assurance (C) with the prior written consent of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemDisclosing Parties. In the event of termination of this Agreementthat a Receiving Party hereto is requested or required by Law, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers Government Authority or other materials obtained by such party applicable judicial or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may governmental order to disclose any Confidential Information Information, such Receiving Party shall, to Comcast Subsidiary and its Affiliates and their respective representativesthe extent legally permissible, provide the Disclosing Parties with sufficient advance written notice of such request or requirement and, if requested by the Disclosing Parties (at the Disclosing Parties’ sole expense), assist the Disclosing Parties in seeking a protective order or other appropriate remedy to limit or minimize such disclosure. Each Party, to the extent that it discloses Confidential Information, is referred to herein as a “Disclosing Party”. Each Party, to the extent that it receives Confidential Information, is referred to herein as a “Receiving Party”.

Appears in 2 contracts

Samples: Share Purchase Agreement (eHi Car Services LTD), Share Purchase Agreement (eHi Car Services LTD)

Confidentiality and Publicity. The Lender and any of its Assignees and/or Participants (collectively, the “Lending Parties”), agree to keep confidential any information furnished or made available to it by the Borrower, Holdings or any Affiliate of Holdings (the foregoing, collectively, the “Borrower Parties”) pursuant to or in furtherance of the transactions contemplated by this Agreement, including, without limitation, information relating to the Eligible Loans; provided, however, that nothing herein shall prevent any Lending Party from disclosing such information (a) Unless to any other Lending Party, or any Affiliate, officer, director, employee, agent, or advisor of any Lending Party, provided, however, that each such Person agrees in writing to be or is otherwise bound to maintain the confidentiality of such information and until Closing occurs, any non-public information that any party may obtain from uses the other same only in connection with this Agreement shall be confidentialthe establishment, and following Closingadministration, each party shall keep confidential any non-public information that such party may receive from another party in connection reporting with this Agreement unrelated to respect to, or enforcement of the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets Credit Documents, (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information b) to any other Person if reasonably incidental to the establishment administration and/or enforcement of the Credit Documents, such as an attorney or accountant for a Lending Party, provided, however, that such Person agrees in writing to or is otherwise bound to maintain the confidentiality of such information and uses the same only in connection with the establishment, administration, reporting with respect to, or enforcement of the Credit Documents, (c) as required by any law, rule, or regulation, (d) upon the order of any court or administrative agency having appropriate jurisdiction of any party hereto or related subject matter, (e) upon the request or demand of any regulatory agency or authority having appropriate jurisdiction of any party hereto or related subject matter, (f) that is or becomes available to the public or that is or becomes available to any Lending Party other than its Affiliates and its and its Affiliates' directorsas a result of a disclosure by any Lending Party prohibited by this Agreement, officers and employees, and representatives (g) in connection with any litigation related to this Agreement to which such Lending Party or any of its advisers and lendersAffiliate may be a party, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (iih) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the exercise of any remedy under this Agreement or any other Tax Proceeding Credit Document, and (ivi) such party may use and disclose such information subject to the extent necessary provisions substantially similar to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth those contained in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered 10.21 or other customary confidentiality requirements applicable to the othersyndication of credit facilities, and but in all cases subject to retain no copies of, a written agreement to maintain confidentiality to any documents, work papers actual or other materials obtained by such party proposed Participant or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesAssignee.

Appears in 1 contract

Samples: Credit and Security Agreement (NorthStar Real Estate Income Trust, Inc.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any either party (treating, for purposes of this Section 6.4, the Comcast Parties as one party and the TWC Parties as the other party) may obtain from the other or its Affiliates in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential to be directly or indirectly transferred by the other party in an Exchange as well as any non-public information in their the possession of such party related to the Transferred Systems and Transferred Assets transferred directly or indirectly by such party to the other party pursuant to this Agreement (any such information that a party is required to keep confidential pursuant to this sentence shall shall, with respect to such party, be referred to as "Confidential Information"). No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and disclosed, (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and proceeding, (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the obligations of such party under either Adelphia Purchase Agreement. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.and

Appears in 1 contract

Samples: Exchange Agreement

Confidentiality and Publicity. (a) Unless All confidential information disclosed by a party hereto or its Affiliates to the other party hereto or its Affiliates under this Agreement will be maintained in confidence and until Closing occursotherwise safeguarded by the recipient party. Each party shall hold as confidential such confidential information of the other party or its Affiliates in the same manner and with the same protection as such recipient party maintains its own confidential information, but no less than a reasonable standard of care. A recipient party may only disclose confidential information of the other party to employees, agents, contractors, consultants and advisers of the party and its Affiliates, licensees and sublicensees; provided that such persons are bound to maintain the confidentiality of the confidential information in a manner consistent with the confidentiality provisions of this Agreement. The mutual obligations under this Section 9.17 shall not apply to any information to the extent the recipient party can demonstrate by competent evidence that such information: (i) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient party or its Affiliates; (ii) was known to, or was otherwise in the possession of, the recipient party or its Affiliates prior to the time of disclosure by the disclosing party; (iii) is disclosed to the recipient party or an Affiliate on a non-public confidential basis by a third party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing party or any of its Affiliates; or (iv) is independently developed by or on behalf of the recipient party or its Affiliates, as evidenced by its written records, without reference to the confidential information that any disclosed by the disclosing party or its Affiliates under this Agreement. In addition to disclosures allowed hereunder, each party hereto may obtain from disclose confidential information belonging to the other party to the extent such disclosure is necessary in the following instances: (i) complying with applicable court orders or governmental regulations; and (ii) disclosure to consultants, investors, bankers, lawyers, accountants, agents or other third parties in connection with this Agreement shall be confidentialdue diligence or similar investigations by such third parties, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lendersprovided, in each case, whose knowledge thereof that any such consultant, investor, banker, lawyer, accountant, agent or third party is necessary in order bound to facilitate maintain the consummation confidentiality of the transactions contemplated hereby, confidential information in which case such party shall be responsible for any breach by any such Person) or use such information to a manner consistent with the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination confidentiality provisions of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Stock Purchase Agreement (SGX Pharmaceuticals, Inc.)

Confidentiality and Publicity. At all times during this Agreement and for a three (a) Unless and until Closing occurs3)-year period of time thereafter, each Party will take reasonable steps to assure that neither such Party nor their respective officers, agents, successors or assigns, shall divulge, disclose or appropriate to its own use or to the use of others, any non-public trade secret, proprietary software, source code, intellectual property, and any and all other confidential information that any party may obtain from or knowledge obtained or acquired by the other in connection with Party either directly or indirectly during the terms of this Agreement shall be confidential, and following Closing, each without the prior written authorization of a duly authorized officer or agent of the Party possessing the proprietary interest in such confidential or proprietary information. Each Party agrees that neither it nor any of its contractors or subcontractors or third party shall keep confidential customers or any non-public information that such party may receive from another party in connection entity with this Agreement unrelated to the Transferred Systems which Party has a business or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information contractual arrangement will publish or release to any other Person (party any materials or information relating to this Agreement without the other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives Party’s written approval. Either Party must secure written approval before using the other Party’s name or trademark or logos or the name(s) or trademarks or logos of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation any of the transactions contemplated herebyother Party’s affiliates, subsidiaries or entities in which case such party shall be responsible for any breach by any such Personannouncements, advertising or internal or external promotional materials whether print, electronic, audio or video or on the internet website or in a website. All requests to use either Party’s name or trademarks or logos or the name(s) or use trademarks or logos of any of Party’s affiliates, subsidiaries or entities must be approved by the other Party. In the case of the Company, approval must be sent to Vice President/manager of Company’s Corporate Communications Department in Oklahoma City, Oklahoma. In the case of Contractor, approval must be sent to Corporate Communications in Houston, Texas. Notwithstanding the foregoing, this Section 13 shall not apply to disclosures compelled by Applicable Law (but each Party must notify the other Party promptly of any request for such information before disclosing it, if practicable) or required SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). to the detriment of the other; provided, that be disclosed (i) such party may use and disclose by the rules of any such information once it has been publicly disclosed (other than by such party in breach stock exchange on which the shares of its obligations under this Section) any Party or which, to its knowledge, rightfully has come into the possession any of such party (other than from the other party), and their respective affiliates are listed or (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled registration statements or reports filed by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party Party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesaffiliates with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Sand Storage and Transload Agreement Agreement (Solaris Oilfield Infrastructure, Inc.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in 6.1 In connection with this prior related disclosures and work, pursuant to the Confidential Disclosure Agreement shall be confidentialbetween the parties of January 24, 1997, which Agreement is incorporated herein by reference, and following Closingwith the negotiation, execution and performance of this Agreement, Xxxxxx and PharmaPrint have had and will have access to certain confidential and proprietary information of each party shall keep confidential any nonother, including, but not limited to, financial data, know-public how, trade secrets, technology, PharmaPrint's Patent Rights relating to the PharmaPrint process and certain mutual information concerning the identification, characterization and standardization of the biological active components, their biological activity and their percent in the composition of the PharmaPrint-Registered Trademark- Herbal Products of this Agreement. Recognizing that such party information is all confidential and represents valuable assets and property to both parties, and the harm that may receive from another party in connection with this befall such parties if any of such information is disclosed, Xxxxxx and PharmaPrint agree that for a period of ten (10) years after the execution of the January 24, 1997, Confidential Disclosure Agreement unrelated between the parties, referred to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public above, to hold all such information in their possession related confidence and not to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) use or use such information to the detriment of the other; provided, that (i) such party may use and otherwise disclose any such information once it has been publicly disclosed (other than by such party in breach to third parties without the prior written consent of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party): PROVIDED, HOWEVER, that the obligations of confidentiality created herein shall cease to apply to information: (a) that can be demonstrated through documentary evidence to be in, or to come into, the public domain through no fault of Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party by a third party who, to the receiving party's knowledge, was under no obligation to keep such information confidential; and (iic) which, in the written opinion of legal counsel for either party, is required to be disclosed by law or regulation or by the rules of any stock exchange on which Xxxxxx'x PharmaPrint's securities are listed, but only to the extent that such party may, in the reasonable judgment of its counsel, be compelled so required and only upon five (5) business days written notice to and followed by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded consultation with the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesparty.

Appears in 1 contract

Samples: Herbal Products Supply Agreement (Pharmaprint Inc)

Confidentiality and Publicity. Lender agrees to maintain the confidentiality of the Information (as defined below), and not disclose Information to any Person, except that Information may be disclosed on a need to know basis (a) Unless to its Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and until Closing occursinstructed to keep such Information confidential and, any non-public information that any party may obtain from to the other extent such Person does not agree in connection with writing to the terms of this Agreement Section 13.10, the Lender shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible liable for any breach of this Section by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other partyAffiliates), and (iib) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective orderrequired or requested by, or other satisfactory assurance of confidential treatment, for the information compelled required to be disclosed and to, any rating agency, or regulatory or similar authority having jurisdiction over such Person (iiiincluding any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) such party may use and disclose such information to the extent reasonably necessary required by applicable laws or regulations or by any subpoena or similar legal process (and, to permit such party the extent practicable and permitted by applicable laws, the Lender shall provide advance notice to file Tax Returnsthe Borrower of any disclosure under this clause (c)), defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority (d) in connection with the exercise of any other Tax Proceeding remedies under this Agreement, or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights and obligations under this Agreement, (ivf) such party may use and disclose such information with the consent of the Borrower, (g) to the extent necessary such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party the Lender or any of its Affiliates having securities listed on a national securities exchange nonconfidential basis from a source other than the Borrower (which source is not known by the Lender or quotation systemany of its Affiliates to have provided such information in breach of any confidentiality restriction) or (h) to governmental regulatory authorities in connection with any regulatory examination of the Lender’s regulatory compliance policy if the Lender deems necessary for the mitigation of claims by those authorities against the Lender or any of its subsidiaries or affiliates. In the event of termination For purposes of this AgreementSection, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Credit and Security Agreement (Vickers Vantage Corp. I)

Confidentiality and Publicity. (a) Unless The Parties hereto shall keep confidential the terms and until Closing occursconditions of this Agreement and all trade and business secrets of the other Party and, without limitation, any nonother information related to a Party’s operations, inventions, systems, processes, methodologies, plans, know-public information that any party may obtain from how or other business, commercial or financial affairs (the other “Confidential Information”) whether marked confidential or not which is obtained under or in connection with this Agreement. Neither Party shall have any such obligation with respect to information which, through no wrongful act of such Party, is already in its possession at the time of disclosure, is independently developed, is lawfully obtained from a third Party under no obligations of confidentiality, becomes publicly known other than as a result of a breach of this Agreement or is lawfully required to be disclosed by a court or any governmental or regulatory authority. The Parties shall be confidentialonly disclose the Confidential Information to those employees, and following Closing, each party shall keep confidential partners or authorised third parties who need to know for the performance of any non-public information that such party may receive from another party duties in connection with this Agreement unrelated Agreement, but only after making them aware of the confidential nature of the information and taking all reasonable steps to ensure they will adhere to obligations equivalent to those set out in this Clause 16. Furthermore, the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall Customer may disclose any certain Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives in accordance with the provisions of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemClause 30. In the event of termination of this AgreementAgreement for any reason whatsoever, all property or Confidential Information belonging to one Party which is in the possession of the other Party shall be returned immediately and no copies or parts thereof in any format will be retained and written evidence of compliance with this obligation shall also be given. The foregoing provisions of this Clause 16.3 shall not apply to any Confidential Information (Aor part thereof) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause which is required to be delivered to retained by law. These obligations of confidentiality will remain in force for three (3) years following the other, and to retain no copies of, any documents, work papers termination or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution expiry of this Agreement. For Notwithstanding Clause 16.1 the avoidance of doubt, Comcast Trust Technical Specialist may disclose that the Customer is a client of SAS and use the Customer’s name for any promotion or marketing purposes if it first obtains the written consent of the Customer, such consent not to be unreasonably withheld or delayed, provided that such publicity shall not involve the disclosure of any Confidential Information and that the Customer shall have first consented to Comcast Subsidiary and its Affiliates and their respective representativesthe contents of any publicity material.

Appears in 1 contract

Samples: Agreement

Confidentiality and Publicity. (a) Unless Each Party agrees to: (i) treat and until Closing occurs, hold as confidential (and not disclose or provide access to any non-public Person to) all confidential information that any party may obtain from with respect to the other in connection with this Agreement shall be confidentialParty, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated or relating to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in which case any filing on or in connection with a Schedule 13D or Schedule 13G, as applicable, or any amendments thereto (it being understood that such party shall disclosure, if applicable, will be responsible for any breach by any such Personmade promptly after the execution of the relevant definitive agreements(s) or use such information with respect to the detriment Merger) and (B) the Purchaser is permitted to disclose or cause to be disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the Merger, information related to the transactions contemplated under this Agreement (including a copy of this Agreement) to the Company, the Company’s directors, officers and advisors, and the advisors of the other; providedindependent members of the Company’s board of directors (the “Permitted Merger Disclosure”, and together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that (i) such party may use and any Party becomes legally compelled to disclose any such information once it has been publicly disclosed (except for the Permitted Disclosure), provide the other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession Party with prompt written notice of such party (other than from requirement so that the other partyParty may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) in the event that such party may use protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and disclose exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use prior to making a Permitted Merger Disclosure, the disclosing Party shall in good faith consult and disclose such information coordinate with the other Party with respect to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue timing and content of such party or disclosure; provided, however, that this Section 5.2(a) shall not apply to any information that, at the time of its Affiliates having securities listed on a national securities exchange or quotation system. In disclosure, is in the event of termination public domain and was not disclosed in breach of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained Agreement by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesParty.

Appears in 1 contract

Samples: Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. (a) Unless and until Closing occursA. During the course of this Agreement, any non-public information that any either party may obtain from have or may be provided access to the other in connection with this Agreement shall other's confidential information and materials. Additionally, Supplier may be confidentialengaged to develop new information for Intel (by entering into a mutually agreeable, predefined, and following Closingwritten scope of work), or may develop such information during the performance of Services, which information will become, upon creation, confidential information of the party as set forth in such scope of work. B. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (48) hours of disclosure, that the information or materials are "Confidential", each party shall keep confidential any non-public agrees to maintain the "Confidential" information that such party may receive from another of the other party in connection accordance with the terms of this Agreement unrelated and the CNDA referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Intel and Supplier. At a minimum each party agrees to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public maintain such information in their possession related confidence and limit disclosure on a need to the Transferred Systems know basis, to take all reasonable precautions to prevent unauthorized disclosure, and Transferred Assets (any to treat such information as it treats its own information of a similar importance, until the information becomes publicly available through no fault of the receiving party. C. Supplier will furnish a copy of Addendum D to each of its employees and subcontractors assigned to or contracted for Intel work and will take reasonable steps to assure Intel that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No all such have read and understood Addendum D. Neither party shall use the confidential information of the other except to fulfill its obligations or exercise the rights granted to it under this Agreement. D. The parties agree that neither party will disclose the existence of this Agreement, nor any Confidential Information of its details or the existence of the relationship created by this Agreement, to any other Person (other than its Affiliates and its and its Affiliates' directorsthird party without the specific, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment written consent of the other; provided. If disclosure of the existence or the relationship of the parties created by this Agreement or any of the terms hereof is required by applicable law, that rule, or regulation, or is compelled by a court or governmental agency, authority, or body: (i) such party may the parties shall use all legitimate and disclose any such information once it has been publicly disclosed (other than by such party in breach legal means available to minimize the disclosure to third parties of its obligations under this Section) the content of the Agreement, including without limitation seeking a confidential treatment request or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and protective order; (ii) to the extent that such disclosing party may, shall inform the other party at least ten (10) Business Days in advance of the disclosure (if possible in the disclosing party's reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed judgment); and (iii) (if possible in the disclosing party's reasonable judgment), the disclosing party shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such party disclosure. The parties may use disclose this Agreement (a) in confidence to their respective legal counsel, accountants, bankers, and disclose financing sources as necessary in connection with obtaining services from such information third parties (b) in confidence (except to the extent reasonably necessary required to permit such party to file Tax Returnscomply with law), defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and the requirements of a securities filing; (ivc) such party may use and disclose such information to in confidence, in connection with the extent necessary to comply enforcement of this Agreement or rights under this Agreement; or (d) in confidence, in connection with Legal Requirements a merger or any periodic reporting acquisition or proposed merger or acquisition, or the like. The obligations such party may have by virtue of such party stated in this section shall survive the expiration or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement. Neither party may use the other party's name or trademarks in advertisements, (A) brochures, banners, letterhead, business cards, reference lists, or similar advertisements without the other's written consent. E. Supplier acknowledges that Intel's receipt of Confidential Information under this Agreement shall not create any obligation set forth in any way limiting or restricting the assignment of employees or contractors within Intel. F. Either party may re-assign employees who have Residuals without restriction; provided that this Section shall continue for right to use Residuals does not represent a period license under any current or future patents, copyrights or other intellectual property rights of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered the disclosing party. The term "Residuals" means any information retained in the unaided memories of the receiving party's employees who have had permitted access to the other, and disclosing party's Confidential Information pursuant to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution terms of this Agreement. For An employee's memory is unaided if the avoidance of doubt, Comcast Trust may disclose any employee has not intentionally memorized the Confidential Information to Comcast Subsidiary for the purpose of retaining and its Affiliates and their respective representativessubsequently using or disclosing it. 11.

Appears in 1 contract

Samples: License Agreement

Confidentiality and Publicity. (a) Unless and until Closing occurs, 7.13.1 Each party will use reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement shall or with respect to the Cable Business and Systems will be confidentialconfidential and, unless and until the Closing occurs, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation by either party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.and

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Tca Cable Tv Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any either party may obtain from the other in connection with this Agreement Agreement, including this Agreement, shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential as well as any non-public information in their the possession of such party related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "sentence, “Confidential Information"), except as may be required by law or through subpoena or testimony under oath. No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders), in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the otherother except in connection with any litigation or disputes between the parties; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, may be compelled by Legal Requirements legal requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two (2) years after such termination. Additionally, if Buyer terminates this Agreement, Buyer shall deliver to Seller, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party Buyer or on its behalf from the otherSeller, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Purchase Agreement (LYFE Communications, Inc.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, 7.17.1 Each party will keep confidential any non-public information that any such party may obtain from the other in connection with this Agreement shall be confidentialwith respect to the other's Cable Business and Systems and, unless and until the Closing occurs, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (ia) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (iib) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation by either party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Jones Intercable Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any 5.11.1. Any non-public information that any either party may obtain from the other in connection with this Agreement shall be confidential, and following Closingthe relevant Closing Date, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems MMDS systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential as well as any non-public information in their the possession of such party related to the Transferred Systems MMDS systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates affiliates and its and its Affiliates' their directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed (except with respect to information required to be disclosed under applicable federal and (iii) such state securities laws, which shall be governed by Section 5.11.2 below). The non-disclosing party may use and disclose such information to shall reasonably cooperate with the extent reasonably necessary to permit such disclosing party to file Tax Returns, defend in obtaining any dispute relating to Taxes, claim any Refund protective order or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue assurance of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemconfidential treatment. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucentrix Broadband Networks Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable TWE and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Redemption Agreement (Time Warner Inc)

Confidentiality and Publicity. (a) Unless Each of Insight and until Closing occurs, TCI will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the Company at Closing) will be confidentialkept confidential and, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed disclosed. The obligation of Insight and (iii) TCI to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period each of two years after such termination, Insight and (B) each party shall TCI will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Tolling and Optional Redemption Agreement (Comcast Corp)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any either party (treating, for purposes of this Section 6.4, the Comcast Parties as one party and the TWC Parties as the other party) may obtain from the other or its Affiliates in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential to be directly or indirectly transferred by the other party in an Exchange as well as any non-public information in their the possession of such party related to the Transferred Systems and Transferred Assets transferred directly or indirectly by such party to the other party pursuant to this Agreement (any such information that a party is required to keep confidential pursuant to this sentence shall shall, with respect to such party, be referred to as "Confidential Information"). No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and disclosed, (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and proceeding, (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the obligations of such party under either Adelphia Purchase Agreement. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Exchange Agreement (Time Warner Inc)

Confidentiality and Publicity. (a) Unless Each of Insight and until Closing occurs, AT&T will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of AT&T or Insight that is included among the Assets of AT&T or Insight shall become the proprietary information of the Partnership at Closing) will be confidentialkept confidential and, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed disclosed. The obligation of Insight and (iii) AT&T to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period each of two years after such termination, Insight and (B) each party shall AT&T will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. Having regard to the fact that the Parties may from time to time disclose some or all of their confidential information to one another, each Party hereby irrevocably agrees and undertakes, in favour of each other Party, and in order to protect each Party's proprietary interests in and to its confidential information- not, during the existence of this Contract or at any time thereafter, to use, divulge or disclose, directly or indirectly to any person or entity whatsoever, in any form or manner whatsoever, either directly or indirectly, the confidential information of any other Party (aor any portion thereof) Unless that may have been disclosed or communicated to or acquired by the recipient; not, during the existence of this Contract or at any time thereafter, to use, exploit, permit the use of or in any other manner whatsoever apply the confidential information of any other Party (or any portion thereof) for its own benefit or for any other purpose whatsoever other than for the purpose for which it was disclosed and until Closing occursotherwise than in accordance with the provisions of this Contract; and during the existence of this Contract and at all times thereafter, to maintain in secrecy all confidential information of the other Party which may have been disclosed or communicated to or acquired by the recipient. Notwithstanding the provisions of 67.1, any Party shall be entitled to disclose the confidential information of another Party to such of its shareholders, directors, employees, advisors and/or agents ("associated Parties") as may be necessary for the purpose for which that confidential information was disclosed to it or for purposes of operating and executing the Concession, provided that the relevant Party disclosing same shall take whatever steps are necessary to ensure that such associated Parties agree to abide by the terms of this clause 67 and each conclude a separate confidentiality and non-public disclosure agreement mutatis mutandis on the terms and conditions set out in this clause 67 in order to prevent the unauthorised disclosure of the confidential information to third Parties. Each Party hereby - acknowledges that the unauthorised disclosure of the confidential information of another Party (or any party portion thereof) to a third Party may obtain from cause irreparable loss, harm and damage to such other Party and accordingly hereby indemnifies and holds each other Party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, suffered or sustained by such other Party pursuant to a breach by the other first mentioned Party or any associated Party of the first mentioned Party of the provisions of this Contract; and undertakes to take all such steps as may be necessary to prevent the confidential information of another Party (or any portion thereof) falling into the hands of unauthorised third Parties; and accepts responsibility for all acts and omissions of its associated Parties in connection with relation to the confidential information of another Party. Any and all documentation or records relating to the confidential information of any Party which comes into the possession of another Party or any one or more of its associated Parties during the existence of this Agreement Contract or at any time thereafter - shall be confidentialdeemed to form part of the confidential information of the firstmentioned Party; shall be deemed to be the property of the firstmentioned Party; shall not be copied, reproduced, published or circulated by the recipient or any associated Party of the recipient save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the basis set out in 67.2; shall be surrendered to the firstmentioned Party on demand on termination of this Contract and following Closingneither the recipient nor any of its associated Parties shall retain any copies or précis thereof or extracts therefrom save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the basis set out in 67.2. Any and all information which is acquired by a Party pursuant to the implementation of this Contract, each party in whatever form or from whatsoever source (specifically including, but not limited to, information verbally communicated), shall keep be deemed to be confidential any information and shall be subject to the provisions contained herein. The above undertakings relating to confidentiality and non-public disclosure shall not apply to any information that such party may receive from another party in connection with this Agreement unrelated to which - the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party Council is required to keep confidential disclose to any Competent Authority, or customer pursuant to this sentence shall be referred the Regulatory Provisions provided that in such circumstances the Party about to as "Confidential Information"). No party shall disclose any Confidential Information confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; is disclosed to the Operator or to any other Person (other Subcontractor of the Concessionaire or of the Operator; a Party can demonstrate is already in the public domain or becomes available to the public otherwise than by its Affiliates and its and its Affiliates' directors, officers and employees, and representatives default or the default of any of its advisers and lendersassociated Parties; a Party can demonstrate to have been in its possession at the time of its disclosure hereunder without an obligation of confidence, as proved by such Party's written records; a Party can demonstrate was independently acquired or developed in each casecircumstances that do not amount to a breach of the provisions of this Contract by it or by any of its associated Parties, whose knowledge thereof as proved by such Party's written records; a Party can demonstrate was acquired by it independently from a third Party acting in good faith which has not previously obtained the confidential information directly or indirectly under a confidentiality obligation from another Party, as proved by such Party's written records; is disclosed by a Party to any Competent Authority or to satisfy an order of a court of competent jurisdiction or to comply with the provisions of the Regulatory Provisions or of any law or regulation in force from time to time, provided that in such circumstances the Party about to disclose any confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; a Party uses or discloses in order to facilitate pursue any legal remedy available to it; a Party discloses to a person or entity who is negotiating with such Party for the consummation acquisition of an interest in such Party , provided that the person or entity to whom any disclosure is made shall first have undertaken in writing not to disclose such information to another person or entity and to use it only for the purpose of evaluating its decision; or a Party discloses to its shareholders to enable such shareholders to consider the value and prospects of their shareholdings; a Party discloses to the Lenders, provided that the Party about to disclose any confidential information of another Party shall only disclose that portion of the transactions contemplated hereby, in confidential information of the other Party which case such party it is legally required to disclose and shall be responsible for any breach by any such Person) or use all reasonable endeavours to protect the confidentiality of such information to the detriment widest extent possible in the circumstances. In order to protect the confidential information of the other; providedParties, that each Party hereby undertakes - to claim and enforce similar confidentiality undertakings from all its associated Parties to whom the confidential information of another Party (ior any portion thereof) such party may use and disclose any such information once it has been publicly disclosed disclosed; and to preclude other persons having access to the confidential information of the other Parties and shall only allow the aforesaid category of persons to come into contact with such confidential information. Save as may be required by law or any regulatory authority, no announcement or publicity of content of this Contract or the transactions embodied in this Contract shall be made or issued by or on behalf of any Party without the prior written agreement of the other Party. For purposes of this clause 67, "confidential information" of any Party means all technical, trade, commercial, financial and management information and secrets of a Party, including (other than but is not limited to) any information in respect of formulae, know-how, statistics, processes, systems, business methods and techniques used by such party that Party in breach the conduct of its obligations under this Section) business; any information contained in any business or whichother model, network and/or architecture design, all information contained in any document prepared by that Party in connection with the Concession; all computer software, software concepts, specifications and internal control systems of that Party; all trade secrets, inventions, technical data, user or Consumer data, research and development data, profiles, designs, formulations and all other information belonging to its knowledge, rightfully has come into or in the possession of such party (that Party and used by it in its business operations; knowledge of details and particulars in regards to that Party's suppliers, customers and business associates; that Party's methods of conducting business, management, costs and related matters; any other than from information which relates to the other party)business of that Party which is not readily available in the normal course of business to competitors of that Party and which may come to the knowledge of the recipient, and all other information, documentation, material or ideas of that Party, in whatever form and contained on whatever media, whether subject to or protected by common law or statutory laws relating to copyright, patent, trade xxxx (iiregistered or unregistered) or otherwise. It is recorded that a copy of the Contract will be submitted to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesMinister.

Appears in 1 contract

Samples: Concession Agreement

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable TWE and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of 61 its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Redemption Agreement (Comcast Corp)

Confidentiality and Publicity. (a) Unless Each TAIYO Party and until Closing occursAsaph shall, any non-public and shall use reasonable efforts to ensure its Affiliates shall, maintain in confidence (i) all confidential or proprietary information that any party may obtain (oral or written, whether or not specifically labeled or identified as confidential) received from the other Party or their respective directors, officers, employees, advisors and agents in connection with this Agreement shall be confidential(including the TAIYO Information), (ii) the content and existence of the Transaction, this Agreement, the Ancillary Agreement and all other agreements or documents executed or delivered in connection therewith, and following Closing(iii) any discussion, each party shall keep confidential any non-public information that such party may receive from another party or communication exchanged in connection with this Agreement unrelated to the Transferred Systems negotiation, preparation, execution and performance of such agreements or Transferred Assets and Time Warner Cable and its Affiliates documents (collectively, “Confidential Information”), shall keep confidential any non-public information use such Confidential Information only in their possession related to connection with the Transferred Systems and Transferred Assets (Transaction, shall not disclose any such information that Confidential Information to a third party is required to keep confidential pursuant to this sentence or make any unauthorized use thereof and shall be referred to as "not use for its benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any third party, any Confidential Information"). No ; provided, however, (x) any TAIYO Party or Asaph may disclose the Confidential Information which is requested or required by Applicable Law, or by any Governmental Entity, subpoenas or in any Proceedings, provided that the recipient party so requested or required shall provide the disclosing party with prompt written notice of any such request or requirement, and (y) any TAIYO Party and Asaph may disclose any the Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information Other Shareholder to the extent necessary or appropriate to comply implement Asaph’s Offer and acceptance thereof by the Offered Shareholders in connection with Legal Requirements or Asaph’s Offer (including disclosure prior to the date Taiyo dispatches a convocation notice for the Taiyo Shareholders’ Meeting of the Confidential Information to Other Shareholders to explain the Transaction and Asaph’s Offer). Notwithstanding the foregoing, Confidential Information shall not include any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, information that (A) has become generally available in the obligation set forth in this Section shall continue for a period of two years after such terminationpublic domain, and (B) each was in the receiving party’s possession prior to disclosure (which in the case of Asaph, shall include Teva), (C) was independently developed by the receiving party (which in the case of Asaph, shall use commercially reasonable efforts include Teva), or (D) was received from a third party who had a right to cause to be delivered to disclose such information (which in the othercase of Asaph, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesshall include Teva).

Appears in 1 contract

Samples: Framework Agreement (Teva Pharmaceutical Industries LTD)

Confidentiality and Publicity. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. During the course of the parties’ commercial relationship, either party may have or may be provided access to the other party’s confidential information and materials, including, but not limited to, information deemed by the disclosing party to be non-public, proprietary, secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or products, pricing of goods or services, formulas, processes, ideas, inventions (whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information in accordance with any non-disclosure agreement, confidentiality agreement or similar instrument executed by the parties hereto (“NDA”); provided, that, in the absence of an NDA, at a minimum, each party hereto agrees to (a) Unless maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until Closing occurssuch time as the Confidential Information becomes rightfully available to the public through no fault of the receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, any non-public information that any party may obtain express or implied, as to the accuracy or completeness of Buyer’s Confidential Information and Buyer shall assume no liability resulting from the use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a commercial relationship, to any third party without the written consent of the other in connection with this Agreement shall be confidentialparty. Notwithstanding the foregoing, either Party may publicly disclose the existence and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated content of these Terms and Conditions or the Purchase Order without the consent of the other Party (i) to the Transferred Systems or Transferred Assets extent required by applicable federal and Time Warner Cable and its Affiliates shall keep confidential any non-public information state securities laws in their possession related effect from time to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the othertime; provided, however, that (i) such party may use and the Party with the requirement to disclose any such information once it has been publicly disclosed (shall give the other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession Party prior written notice of such party (other than from the other party), and requirement including reasonable particulars; (ii) to third parties who agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the extent that such party may, in the reasonable judgment relevant Party or any of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed affiliates and (iii) to Suppliers, service providers and consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the confidential nature of this Agreement and agree to keep such information confidential. Neither party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returnsother party’s name or trademarks in any type of advertisement materials, defend any dispute relating to Taxesweb sites, claim any Refund press releases, interviews, articles, brochures, business cards, project references or otherwise provide information to a Governmental Authority in connection with any client listings without the other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesparty’s prior written consent.

Appears in 1 contract

Samples: Purchase Option Agreement (Emerge Energy Services LP)

Confidentiality and Publicity. (a) Unless Each of Century and until Closing occurs, TCI will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the Partnership at Closing) will be confidentialkept confidential and such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed disclosed. The obligation of Century and (iii) TCI to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period each of two years after such termination, Century and (B) each party shall TCI will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Century Communications Corp)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, 69 Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Redemption Agreement (Comcast Corp)

Confidentiality and Publicity. (a) Unless Each Party agrees to: (i) treat and until Closing occurs, hold as confidential (and not disclose or provide access to any non-public Person to) all confidential information that any party may obtain from with respect to the other in connection with this Agreement shall be confidentialParties, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated or relating to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; providedconfidential information, provided that (iA) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements each Party is permitted to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled that is required to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returnsby applicable Law, defend any dispute relating to TaxesGovernment Authority or applicable securities exchange, claim including in any Refund filing on or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party a Schedule 13D or Schedule 13G, as the case may use and disclose such information to the extent necessary to comply with Legal Requirements be, or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such terminationamendments thereto, and (B) each party shall use commercially reasonable efforts the Purchaser is permitted to disclose or cause to be delivered disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the otherMerger, information related to the transactions contemplated under this Agreement to DouYu and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its DouYu’s Affiliates and their respective directors, officers, agents, representatives, employees, existing and potential financing sources and investors, who need to know such confidential information (such disclosure as referred to in clauses (A) and (B), the “Permitted Disclosure”), (ii) in the event that any Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other Parties with prompt written notice of such requirement so that the other Parties may, solely at their own cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the other Parties waive compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 5.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party.

Appears in 1 contract

Samples: Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each party will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement or from AT&T with respect to the Cable Business and Systems (it being understood and agreed that all proprietary information of AT&T that is included among the Assets shall become the proprietary information of Insight at Closing) will be confidentialkept confidential and, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, No party will disclose any non-public information that any such party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive or from another party in connection Comcast with this Agreement unrelated respect to the Transferred Systems or Transferred Telephony Business (it being understood and agreed that all proprietary information of Comcast that is included among the Acquired Assets shall become the proprietary information of Insight at Closing). Each party will cause its employees, consultants, advisors and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related agents not to the Transferred Systems and Transferred Assets (disclose any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemdisclosed. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of hereof; provided that, this Agreement. For sentence shall not apply to information obtained pursuant to the avoidance of doubtTelephony Agreements, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeswhich shall be governed by the Telephony Agreements.

Appears in 1 contract

Samples: Purchase Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from Following the other in connection with this Agreement shall be confidential, and following Closing, each party shall and its Affiliates will keep confidential any non-public information that such party may receive or its Affiliates received from another party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and transferred by the other party or its Affiliates shall keep confidential pursuant to this Agreement as well as any non-public information in their the possession of such party or its Affiliates related to the Transferred Systems and Transferred or Assets transferred by such party or its Affiliates to the other party or its Affiliates pursuant to this Agreement (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No Each party shall and its Affiliates will not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, provided that (i) such party and its Affiliates may use and disclose any such information once it has been publicly disclosed (other than by such party or any of its Affiliates in breach of its the obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party or its Affiliates (other than from the other partyparty or its Affiliates), and (ii) to the extent that such party or its Affiliates may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party or its Affiliates may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesdisclosed.

Appears in 1 contract

Samples: Asset Exchange Closing Agreement (Comcast Corp)

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Confidentiality and Publicity. During the course of the parties’ commercial relationship, either party may have or may be provided access to the other party’s confidential information and materials, including, but not limited to, information deemed by the disclosing party to be non-public, proprietary, secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or products, pricing of goods or services, formulas, processes, ideas, inventions (whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information in accordance with any non-disclosure agreement, confidentiality agreement or similar instrument executed by the parties hereto (“NDA”); provided, that, in the absence of an NDA, at a minimum, each party hereto agrees to (a) Unless maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until Closing occurssuch time as the Confidential Information becomes rightfully available to the public through no fault of the receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, any non-public information that any party may obtain express or implied, as to the accuracy or completeness of Buyer’s Confidential Information and Buyer shall assume no liability resulting from the use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a commercial relationship, to any third party without the written consent of the other in connection with this Agreement shall be confidentialparty. Notwithstanding the foregoing, either Party may publicly disclose the existence and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated content of these Terms and Conditions or the Purchase Order without the consent of the other Party (i) to the Transferred Systems or Transferred Assets extent required by applicable federal and Time Warner Cable and its Affiliates shall keep confidential any non-public information state securities laws in their possession related effect from time to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the othertime; provided, however, that (i) such party may use and the Party with the requirement to disclose any such information once it has been publicly disclosed (shall give the other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession Party prior written notice of such party (other than from the other party), and requirement including reasonable particulars; (ii) to third parties who agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the extent that such party may, in the reasonable judgment relevant Party or any of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed affiliates and (iii) to Suppliers, service providers and consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the confidential nature of this Agreement and agree to keep such information confidential. Neither party may use the other party’s name or trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or client listings without the other party’s prior written consent. *** Certain information in this document has been omitted and disclose such information filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesomitted portions.

Appears in 1 contract

Samples: Master Supply Agreement (Emerge Energy Services LP)

Confidentiality and Publicity. (a) Unless Each of Insight and until Closing occurs, TCI will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement shall will be confidentialkept confidential and, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed disclosed. The obligation of Insight and (iii) TCI to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period each of two years after such termination, Insight and (B) each party shall TCI will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Contribution and Formation Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. At all times during this Agreement and for a three (a) Unless and until Closing occurs3)-year period of time thereafter, each Party will take reasonable steps to assure that neither such Party nor their respective officers, agents, successors or assigns, shall divulge, disclose or appropriate to its own use or to the use of others, any non-public trade secret, proprietary software, source code, intellectual property, and any and all other confidential information that any party may obtain from or knowledge obtained or acquired by the other in connection with Party either directly or indirectly during the terms of this Agreement shall be confidential, and following Closing, each without the prior written authorization of a duly authorized officer or agent of the Party possessing the proprietary interest in such confidential or proprietary information. Each Party agrees that neither it nor any of its contractors or subcontractors or third party shall keep confidential customers or any non-public information that such party may receive from another party in connection entity with this Agreement unrelated to the Transferred Systems which Party has a business or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information contractual arrangement will publish or release to any other Person (party any materials or information relating to this Agreement without the other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives Party’s written approval. Either Party must secure written approval before using the other Party’s name or trademark or logos or the name(s) or trademarks or logos of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation any of the transactions contemplated herebyother Party’s affiliates, subsidiaries or entities in which case such party shall be responsible for any breach by any such Personannouncements, advertising or internal or external promotional materials whether print, electronic, audio or video or on the internet website or in a website. All requests to use either Party’s name or trademarks or logos or the name(s) or use trademarks or logos of any of Party’s affiliates, subsidiaries or entities must be approved by the other Party. In the case of the Company, approval must be sent to Vice President/manager of Company’s Corporate Communications Department in ***. In the case of Contractor, approval must be sent to Corporate Communications in Houston, Texas. Notwithstanding the foregoing, this Section 13 shall not apply to disclosures compelled by Applicable Law (but each Party must notify the other Party promptly of any request for such information before disclosing it, if practicable) or required SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). to the detriment of the other; provided, that be disclosed (i) such party may use and disclose by the rules of any such information once it has been publicly disclosed (other than by such party in breach stock exchange on which the shares of its obligations under this Section) any Party or which, to its knowledge, rightfully has come into the possession any of such party (other than from the other party), and their respective affiliates are listed or (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled registration statements or reports filed by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party Party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesaffiliates with the Securities and Exchange Commission.

Appears in 1 contract

Samples: And Transload Agreement Agreement (Solaris Oilfield Infrastructure, Inc.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any either party (treating, for purposes of this Section 6.4, the Comcast Parties as one party and the TWC Parties as the other party) may obtain from the other or its Affiliates in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential to be directly or indirectly transferred by the other party in an Exchange as well as any non-public information in their the possession of such party related to the Transferred Systems and Transferred Assets transferred directly or indirectly by such party to the other party pursuant to this Agreement (any such information that a party is required to keep confidential pursuant to this sentence shall shall, with respect to such party, be referred to as "Confidential Information"). No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and disclosed, (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and proceeding, (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the obligations of such party under either Adelphia Purchase Agreement. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Exchange Agreement (Comcast Corp)

Confidentiality and Publicity. (a) Unless Each party hereto will hold, and until Closing occurswill use its best efforts to cause its Affiliates, and their respective Representatives to hold, in strict confidence from any non-public Person (other than any such Affiliate, unless (i) compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the necessary approvals of this Agreement and the transactions contemplated hereby of Governmental or Regulatory Authorities) or by other requirements of Law or (ii) disclosed in an Action or Proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information that any party may obtain from concerning the other party or any of its Affiliates furnished to it by the other party or such other party’s Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (A) previously known by the party receiving such documents or information, (B) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party or (C) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential; provided that following the Closing the foregoing restrictions will not apply to Buyer’s use of documents and information concerning Descap furnished by Sellers hereunder. In the event the transactions contemplated hereby are not consummated, the foregoing restrictions shall be confidentialcontinue to apply to the parties until the second anniversary of the date on which discussions between the parties regarding the sale of Descap to First Albany are terminated, and following Closingupon the request of the other party, each party shall keep confidential any non-public will and will cause its Affiliates and their respective Representatives to promptly redeliver or cause to be redelivered all copies of documents and information that such party may receive from another furnished by the other party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) hereby and destroy or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the other, party furnished such documents and to retain no copies of, any documents, work papers information or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesRepresentatives.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Albany Companies Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any Any non-public information that any a party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with the negotiation and execution of this Agreement unrelated to or the Transferred Systems or Transferred Assets consummation of the transactions contemplated hereby will be confidential and, unless and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to until the Transferred Systems and Transferred Assets (Closing occurs, such party will not disclose any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the otherany other party; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, that has rightfully has come into the possession of such party (other than from the other party)in connection with this Agreement) and, and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable effortsinformation. (b) Sellers and Buyer each will consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements, and has afforded any written statements to MNH Employees concerning this Agreement and the transactions contemplated hereby. Prior to Closing, neither of Sellers nor Buyer will make any such release, announcement or statement without the prior written consent and approval of the other (which approval shall not be unreasonably withheld or delayed), except as required by applicable Legal Requirements, in which case the opportunity, to obtain an appropriate protective order, other party or other satisfactory assurance of confidential treatment, for the information compelled to parties shall be disclosed and (iii) such party may use and disclose such information consulted to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information practicable as to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue content and timing of such party release, announcement or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause statement to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesissued.

Appears in 1 contract

Samples: Purchase Agreement (Meredith Corp)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in 6.1 In connection with this prior related disclosures and work, pursuant to the Confidential Disclosure Agreement shall be confidentialbetween the parties of January 24, 1997, which Agreement is incorporated herein by reference, and following Closingwith the negotiation, execution and performance of this Agreement, Xxxxxx and PharmaPrint have had and will have access to certain confidential and proprietary information of each party shall keep confidential any nonother, including, but not limited to, financial data, know-public how, trade secrets, technology, PharmaPrint's Patent Rights relating to the PharmaPrint process and certain mutual information concerning the identification, characterization and standardization of the biological active components, their biological activity and their percent in the composition of the Herbal Products of this Agreement. Recognizing that such party information is all confidential and represents valuable assets and property to both parties, and the harm that may receive from another party in connection with this befall such parties if any of such information is disclosed, Xxxxxx and PharmaPrint agree that for a period of ten (10) years after the execution of the January 24, 1997, Confidential Disclosure Agreement unrelated between the parties, referred to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public above, to hold all such information in their possession related confidence and not to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) use or use such information to the detriment of the other; provided, that (i) such party may use and otherwise disclose any such information once it has been publicly disclosed (other than by such party in breach to third parties without the prior written consent of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party): PROVIDED, HOWEVER, that the obligations of confidentiality created herein shall cease to apply to information: (a) that can be demonstrated through documentary evidence to be in, or to come into, the public domain through no fault of Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party by a third party who, to the receiving party's knowledge, was under no obligation to keep such information confidential; and (iic) which, in the written opinion of legal counsel for either party, is required to be disclosed by law or regulation or by the rules of any stock exchange on which Xxxxxx'x PharmaPrint's securities are listed, but only to the extent that such party may, in the reasonable judgment of its counsel, be compelled so required and only upon five (5) business days written notice to and followed by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded consultation with the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesparty.

Appears in 1 contract

Samples: Saw Palmetto Supply Agreement (Pharmaprint Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each Party shall keep confidential any non-public information that any party it may obtain from the other in connection with this Agreement shall be confidentialor the Related Agreements, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their the possession of such Party related to the Transferred Systems and Transferred Assets Plant, the Site or the Facility (any such information that a party Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall For avoidance of doubt, Confidential Information includes without limitation all Buyer know-how relating to the Project Definition , and all information, records, renderings, drawings, knowledge, trade secrets, expertise, designs, data, practices and techniques supplied by Buyer to Seller in connection with the Project Definition. Except as otherwise provided in Article XXIII. of the Long Term Supply Agreement, no Party may disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers advisors and lenders, in each case, case whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for this Agreement or any breach by any such PersonRelated Agreement) or use such information Confidential Information to the detriment of the otherother Party; provided, provided that (ia) such party Party may use and disclose any such information once it has been publicly disclosed (other than by such party Party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party Party (other than from the other partyParty), and (iib) to the extent that such party Party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements Laws to disclose any of such informationConfidential Information, such party Party may disclose such information Confidential Information if it has used commercially reasonable efforts, and has afforded the other Party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information Confidential Information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting disclosed. The obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section herein shall continue survive the termination or expiration of the last of the Related Agreements for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesyears.

Appears in 1 contract

Samples: Conversion Agreement (Terra Industries Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidentialSupplier shall, and following Closingshall procure that its employees and sub-contractors shall, each party shall keep confidential all information of a commercial or technical nature disclosed to Supplier by or on behalf of GSK for the purpose of the Agreement, and shall not disclose such information to any non-public third party without GSK's prior written consent. Supplier shall not without GSK's prior written consent disclose, copy, publicise or publish, the existence of the Agreement or any information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (Agreement including the name of GSK, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information")GSK Affiliate, the Goods, Services, or the place of delivery or performance. No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such FORCE MAJEURE Neither party shall be responsible for any breach by any such Person) or use such information liable for, nor be deemed to the detriment be in default of the other; providedAgreement, on account of any delay in completion or the performance of any other act under the Agreement due to circumstances which could not have been contemplated by the parties and which are beyond the party’s reasonable control (“Force Majeure”), provided that (i) the party claiming hereunder shall notify the other as soon as possible, specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance. If the performance by either party may use and disclose of any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) the Agreement is prevented or whichdelayed by Force Majeure: for a consecutive period in excess of 5 working days, the parties shall enter into bona fide discussions with a view to alleviating its knowledgeeffects, rightfully has come into or to agreeing upon such alternative arrangements as may be fair and reasonable in the possession circumstances; and for a period in excess of such party (other than from 60 days cumulatively or consecutively, then the other party), and (ii) party shall in its discretion have the right to immediately terminate the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemAgreement upon written notice. In the event of termination Force Majeure arising, GSK may, by notice in writing to Supplier, cancel any deliveries of this Agreement, Goods or Services (Aand the applicable Purchase Orders or parts thereof) the obligation set forth which in this Section shall continue for GSK’s opinion cannot be made within a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or time after the execution due date without incurring any liability on the part of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesGSK.

Appears in 1 contract

Samples: Terms and Conditions of Purchase

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from 7.13.1 Prior to the other in connection with this Agreement shall be confidential, and following Closing, each party shall Party will keep confidential any non-public information that such party Party may receive obtain from another party the other Parties in connection with this Agreement, and following the Closing, each Party will keep confidential any non-public information that such Party may obtain from the other Parties in connection with this Agreement unrelated to the Transferred Cable Business and Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential as well as any non-public information in their the possession of such Party related to the Transferred Cable Business and Systems and Transferred Assets (any such information that a party Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose Party will disclose, and each Party will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such information Confidential Information to the detriment of the otherother Parties; provided, provided that (i) such party Charter may use and disclose any such information Confidential Information once it has been publicly disclosed (other than by such party Charter in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party Charter (other than from the RMG or IPWT and other party), than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that such party Charter may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such informationConfidential Information, such party Charter may disclose such information Confidential Information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information Confidential Information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemdisclosed. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to Charter will cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party Charter or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: RMG Purchase Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. (a) Unless and until Closing occurs7.13.1 Prior to the Closing, each Party will keep confidential any non-public information that such Party may obtain from the other in connection with this Agreement, and following the Closing, each Party will keep confidential any party non-public information that such Party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Cable Business and Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential transferred by the other Party pursuant to this Agreement as well as any non-public information in their the possession of such Party related to the Transferred Cable Business and Systems and Transferred Assets transferred by such Party to the other Party pursuant to this Agreement (any such information that a party Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose Each Party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such information Confidential Information to the detriment of the other; provided, provided that (i) such party Party may use and disclose any such information Confidential Information once it has been publicly disclosed (other than by such party Party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party Party (other than from the other party), Party and other than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that such party Party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such informationConfidential Information, such party Party may disclose such information Confidential Information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information Confidential Information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemdisclosed. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to Party will cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 20.1 This Section 20 (aConfidentiality and Publicity) Unless shall replace and until Closing occurssupersede in its entirety any previous confidentiality and/or publicity rights and obligations between the Parties. The Parties will be making certain general business information and know-how that is not generally known by the public available to the other Party, or a Party may have access to Confidential Information of the other Party orally and/or in writing. “Confidential Information” shall include, without limitation, any non-public information that intellectual property, Launch Plan Notices, trade secrets, technical information, training materials, control documents, workflows and relevant documentation, materials, data, any party may obtain from the other in connection with this Agreement shall be confidentialsecret, and following Closing, each party shall keep sensitive or confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession material related to the Transferred Systems and Transferred Assets (business generally, business technology, business strategies, accounting, financial information, contracts, agreements, files, records, documents, techniques, expertise, marketing concepts, diagrams or concepts relating to product plans or designs, products, product specifications, systems, software code, formulae, practices, processes, customers, projects or information of any such information type whatsoever, in whatever form or media, whether or not marked as “confidential” or “proprietary,” of a Party that a party is required disclosed to keep confidential or becomes known by the other Party, including all the records of the disclosing Party created, accessed, viewed, learned or obtained by the receiving Party pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates Agreement and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in hereby and which case such party shall be responsible for any breach by any such Person) or use such information is not generally known to the detriment public or throughout the trade, or which could reasonably be expected to be valuable to the disclosing Party or its Affiliates or a competitor of any of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of disclosing Party or its obligations under this Section) or which, to its knowledge, rightfully has come into Affiliates. Confidential Information shall also include the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution terms of this Agreement. For purposes of clarification only and in no way intending to limit or otherwise revise the avoidance of doubtobligations in this Section, Comcast Trust may disclose any these obligations apply to Confidential Information disclosed to Comcast Subsidiary the other Party pursuant to this Agreement or the Original Supply Agreement and its Affiliates and their respective representatives.the transactions contemplated hereby or thereby

Appears in 1 contract

Samples: Supply Agreement (ChromaDex Corp.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidentialEach Party agrees to, and following Closingshall cause its agents, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its representatives, Affiliates' directors, employees, officers and employeesdirectors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Party, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order or relating to facilitate the consummation of the transactions contemplated hereby, in which case other than to their respective representatives, Affiliates, employees, officers and directors who need to know such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; providedconfidential information, provided that (iA) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements each Party is permitted to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled that is required to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returnsby applicable law, defend any dispute relating to Taxesgovernment or applicable securities exchange, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements as applicable, or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, amendments thereto and (B) each party shall use commercially reasonable efforts Party is permitted to disclose, or cause to be delivered disclosed, information related to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution transactions contemplated under this Agreement (including a copy of this Agreement. For ) to the avoidance Company, the Company’s directors, officers and advisors, (together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any Party or any agent, representative, Affiliate, employee, officer or director of doubt, Comcast Trust may such Party becomes legally compelled to disclose any Confidential Information such information (except for the Permitted Disclosure), provide the other Party with prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to Comcast Subsidiary be provided and exercise its Affiliates reasonable endeavors to obtain assurances that confidential treatment will be accorded such information and their respective (iv) prior to making a Permitted Disclosure, the disclosing Party shall in good faith consult and coordinate with the other Party with respect to the timing and content of such disclosure; provided, however, that this Section 5.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors.

Appears in 1 contract

Samples: Share Purchase Agreement (Champion Kerry Inc.)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from Prior to the other in connection with this Agreement shall be confidential, and following Closing, each party of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and cause its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its agents, representatives, Affiliates' directors, employees, officers and employeesdirectors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to Parent Parties (in the case that such Non-disclosure Obligor is a Warrantor) or the Group Companies (in the case that such Non-disclosure Obligor is a Parent Party), and representatives of its advisers and lendersas applicable, in each case, whose knowledge thereof is necessary in order or relating to facilitate the consummation of the transactions contemplated hereby, (ii) in which case such party shall be responsible for the event that any breach by Non-disclosure Obligor or any such Person) agent, representative, Affiliate, employee, officer or use such information director becomes legally compelled to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed information, provide Parent (other than by in the case that such party in breach of its obligations under this SectionNon-disclosure Obligor is a Warrantor) or whichthe Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), to its knowledgeas applicable, rightfully has come into the possession with prompt written notice of such party (requirement so that Parent or the applicable Group Company may seek a protective order or other than from the other partyremedy or waive compliance with this Section 5.5(a), and (iiiii) to in the extent event that such party mayprotective order or other remedy is not obtained, in or either Parent or the reasonable judgment Seller Representative waives compliance with this Section 5.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its counsel, best efforts to obtain assurances that confidential treatment will be compelled by Legal Requirements accorded to disclose any of such information, provided, however, that such Non-disclosure Obligor shall have provided a draft of the proposed disclosure to Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained written confirmation from the relevant party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information that they have no further comments to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue content of such party proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure Obligor or any of its Affiliates having securities listed on a national securities exchange agents, representatives, Affiliates, employees, officers or quotation system. In the event of termination of this Agreementdirectors, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party Party shall use commercially reasonable efforts have the right to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information information to Comcast Subsidiary its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and its Affiliates representatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and their respective representativesare under the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by professional ethics, Law, contract or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kingsoft Cloud Holdings LTD)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each party will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be confidentialkept confidential and such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Century Communications Corp)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any either party (treating, for purposes of this Section 6.4, the Comcast Parties as one party and the TWC Parties as the other party) may obtain from the other or its Affiliates in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential to be directly or indirectly transferred by the other party in an Exchange as well as any non-public information in their the possession of such party related to the Transferred Systems and Transferred Assets transferred directly or indirectly by such party to the other party pursuant to this Agreement (any such information that a party is required to keep confidential pursuant to this sentence shall shall, with respect to such party, be referred to as "Confidential Information"). No Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by 103 such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and disclosed, (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and proceeding, (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the obligations of such party under either Adelphia Purchase Agreement. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Exchange Agreement (Time Warner Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs7.13.1. Prior to the Closing, each Party will keep confidential any non-public information that such Party may obtain from the other in connection with this Agreement, and following the Closing, each Party will keep confidential any party non-public information that such Party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Cable Business, Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential Shares transferred by IPWT pursuant to this Agreement as well as any non-public information in their the possession of Charter related to the Transferred Cable Business, Systems and Transferred Assets Shares transferred by IPWT to Charter pursuant to this Agreement (any such information that a party Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose Charter will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such information Confidential Information to the detriment of the other; provided, provided that (i) such party Charter may use and disclose any such information Confidential Information once it has been publicly disclosed (other than by such party Charter in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party Charter (other than from the IPWT, IPSE or RMG and other party), than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that such party Charter may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such informationConfidential Information, such party Charter may disclose such information Confidential Information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information Confidential Information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemdisclosed. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to Charter will cause to be delivered to the otherIPWT, IPSE or RMG, and to retain no copies of, any documents, work papers or and other materials obtained by such party Charter or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 7.1 Each party agrees to provide to the other party such information as shall be reasonably necessary to permit the other party to perform its obligations hereunder. Each party hereto shall identify as confidential information ("Confidential Information") all information -7- 8 provided by such party to the other party which is considered by such providing party to be confidential, proprietary information. Except as set forth in Section 7.2, neither party hereto will, without the prior written consent of the party providing such Confidential Information, (i) use any portion of such Confidential Information for any purpose other than performance pursuant to this Agreement, or (ii) disclose any, portion of such Confidential Information to any person or entity other than the officers and employees of such party and its affiliates (as defined in Section 8.15) who reasonably need to have access to the Confidential Information for purposes of performance under this Agreement and who are bound by appropriate confidentiality agreements and commitments consistent with those utilized by such party in protecting its own confidential information. The obligations of a recipient party with respect to Confidential Information shall remain in effect except to the extent that: (a) Unless and until Closing occurs, any such Confidential Information becomes generally available to the public other than as a result of unauthorized disclosure by the recipient or persons to whom such recipient has made the information available; (b) such Confidential Information has been released without restriction by the party providing the Confidential Information to another person or entity; (c) the recipient can demonstrate that such Confidential Information was received by such recipient on a non-public information that any party may obtain confidential basis, prior to receipt from the other party, from a third party lawfully possessing and lawfully entitled to disclose such information; or (d) such Confidential Information is required to be released pursuant to a court order or an administrative proceeding. Confidential Information shall remain the property of the disclosing party, and shall be returned to the disclosing party upon satisfaction or completion of the performance obligations under this Agreement with respect to which such Confidential Information was disclosed. Each recipient party agrees to safeguard Confidential Information utilizing the same degree of care utilized by such recipient party in connection with protecting its own confidential information. The terms of this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated deemed to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination purposes of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesArticle 7.

Appears in 1 contract

Samples: Lease and Bandwidth Capacity Agreement (Knology Holdings Inc /Ga)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in 5.1 In connection with this prior related disclosures and work, pursuant to the Confidential Disclosure Agreement shall be confidentialbetween the parties of January 24, 1997, which agreement is incorporated herein by reference, and following Closingwith the negotiation, execution and performance of this Agreement, Xxxxxx and PharmaPrint have had and will have access to certain confidential and proprietary information of each party shall keep confidential any nonother, including, but not limited to, financial data, know-public how, trade secrets, technology, PharmaPrint's Patent Rights relating to the PharmaPrint -Registered Trademark- Process, and certain mutual information concerning the identification, characterization of and standardization of the biological active components, their biological activity, and their percent of the composition of the Herbal Product(s) of this Agreement. Recognizing that such information is all confidential and represents valuable assets and property to both parties, and the harm that may befall such party may receive from another party in connection with this if any of such information is disclosed, Xxxxxx and PharmaPrint agree that for a period of ten (10) years after the execution of the January 24, 1997 Confidential Disclosure Agreement unrelated between the parties, referred to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public above, to hold all such information in their possession related confidence and not to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) use or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to otherwise disclose any of such information to third parties without the prior written consent of the other party PROVIDED, HOWEVER, that the obligations of confidentiality created herein shall cease to apply to information: (a) that can be demonstrated through documentary evidence to be in, such or to come into, the public domain through no fault of Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party may disclose by a third party who, to the receiving party's knowledge, was under no obligation to keep such information if it has used commercially reasonable effortsconfidential; and (c) which, and has afforded in the other the opportunitywritten opinion of Xxxxxx'x or PharmaPrint's legal counsel, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled is required to be disclosed and (iii) such party may use and disclose such information by law or regulation or by the rules of any stock exchange on which Xxxxxx'x or PharmaPrint's securities are listed, but only to the extent reasonably necessary so required and only upon five (5) business days written notice to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection and followed by consultation with any the other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativesparty.

Appears in 1 contract

Samples: Master Services Agreement (Pharmaprint Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from 7.15.1. Prior to the other in connection with this Agreement shall be confidential, and following Closing, each party shall Inspecting Party will keep confidential any non-public information that such party Inspecting Party may receive obtain from another party the Disclosing Party in connection with this Agreement, and, following the Closing, each Inspecting Party will keep confidential any non-public information that such Inspecting Party may obtain from the Disclosing Party in connection with this Agreement unrelated to AT&T's Cable Business and the Systems Transferred Systems or Transferred Assets and Time Warner Cable by the Disclosing Party pursuant to this Agreement. Following the Closing, AT&T and its Affiliates shall will keep confidential any non-public nonpublic information in their the possession of such Persons related to AT&T's Cable Business or the Transferred AT&T Systems (and Transferred Assets (any such Persons will be treated as an "Inspecting Party" and Comcast the "Disclosing Party" with respect to such information for purposes of this Section 7.15.1). Any information that a party Person is required to keep confidential pursuant to this sentence the foregoing sentences shall be referred to as "Confidential Information"). No party shall Each Inspecting Party will not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenderslenders (collectively, "Representatives"), in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case event such party Inspecting Party shall be responsible for any breach hereof by any such Person) or use such information Confidential Information to the detriment of the otherDisclosing Party; provided, provided that (i) such party Inspecting Party may use and disclose any such information Confidential Information once it has been publicly disclosed (other than by such party Inspecting Party or its Representatives in breach of its the obligations under this SectionSection 7.15.1) or which, to its knowledgein the case of information provided by the Disclosing Party, rightfully has come into the possession of such party Inspecting Party (other than from the Disclosing Party and other party), than from another Person in violation of any duty or obligation of confidentiality known to the Inspecting Party) and (ii) to the extent that such party Inspecting Party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such informationConfidential Information, such party Inspecting Party may disclose such information Confidential Information if it has used commercially uses all reasonable efforts, and has afforded affords the other Disclosing Party the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information Confidential Information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemdisclosed. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to Inspecting Party will cause to be delivered to the otherDisclosing Party, and to retain no copies of, any documents, work papers or and other materials obtained by such party Inspecting Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Comcast Corp)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each Party will use commercially reasonable efforts to assure that any non-public information that any party such Party may obtain from the other in connection with this Agreement shall with respect to the other's Cable Business and Systems will be confidentialkept confidential and, unless and until the Closing occurs, such Party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party Party may use and disclose any such information once it has been publicly disclosed (other than by such party Party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party Party (other than from the other party), Party) and (ii) to the extent that such party Party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party Party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other Party the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation by either Party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose Party exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall Party will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Tele Communications Inc /Co/)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each party will use commercially reasonable efforts to assure that any non-public information that any such party may obtain from the other in connection with this Agreement with respect to the other’s Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be confidentialkept confidential and, such party will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party (other than from the other party), ) and (ii) to the extent that such party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential InformationCONFIDENTIAL INFORMATION"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; providedPROVIDED, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives.

Appears in 1 contract

Samples: Tolling and Optional Redemption Agreement (Time Warner Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, Each Partner will use commercially reasonable efforts to assure that any non-public information that any party such Partner may obtain from the other in connection with this Agreement shall with respect to the other's Cable Business and Systems will be confidentialkept confidential and, unless and until the Closing occurs, such Partner will not disclose, and following Closingwill cause its employees, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated consultants, advisors and agents not to the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (disclose, any such information that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenders, in each case, lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided, provided that (i) such party Partner may use and disclose any such information once it has been publicly disclosed (other than by such party Partner in breach of its obligations under this Section) or which, to its knowledge, which rightfully has come into the possession of such party Partner (other than from the other party), Partner) and (ii) to the extent that such party Partner may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party Partner may disclose such information if it has will have used commercially all reasonable efforts, and has will have afforded the other the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) disclosed. The obligation by either Partner to hold information in confidence pursuant to this Section will be satisfied if such party may use and disclose Partner exercises the same care with respect to such information as it would exercise to preserve the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any confidentiality of its Affiliates having securities listed on a national securities exchange or quotation systemown similar information. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall Partner will use commercially all reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or and other materials obtained by such party Partner or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: General Partnership Agreement (Tca Cable Tv Inc)

Confidentiality and Publicity. (a) Unless and until Closing occurs, any non-public information that any party may obtain from 7.13.1. Prior to the other in connection with this Agreement shall be confidential, and following Closing, each party shall Inspecting Party will keep confidential any non-public information that such party Inspecting Party may receive obtain from another party the Disclosing Party in connection with this Agreement, and, following the Closing, each Inspecting Party will keep confidential any non-public information that such Inspecting Party may obtain from the Disclosing Party in connection with this Agreement unrelated to the Transferred Cable Business and Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential transferred by the Disclosing Party pursuant to this Agreement as well as any non-public information in their the possession of such Inspecting Party related to the Transferred Cable Business and Systems and Transferred Assets transferred by such Inspecting Party to the Disclosing Party pursuant to this Agreement (any such information that a party an Inspecting Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall Each Inspecting Party will not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, employees and representatives of its advisers and lenderslenders (collectively, "Representatives"), in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case event such party Inspecting Party shall be responsible for any breach hereof by any such Person) or use such information Confidential Information to the detriment of the otherDisclosing Party; provided, provided that (i) such party Inspecting Party may use and disclose any such information Confidential Information once it has been publicly disclosed (other than by such party Inspecting Party or its Representatives in breach of its the obligations under this SectionSection 7.13.1) or which, to its knowledgein the case of information provided by the Disclosing Party, rightfully has come into the possession of such party Inspecting Party (other than from the Disclosing Party and other party), than from another Person in violation of any duty or obligation of confidentiality known to the Inspecting Party) and (ii) to the extent that such party Inspecting Party may, in the reasonable judgment opinion of its counsel, be compelled by Legal Requirements to disclose any of such informationConfidential Information, such party Inspecting Party may disclose such information Confidential Information if it has used commercially uses all reasonable efforts, and has afforded affords the other Disclosing Party the opportunity, to obtain an appropriate protective order, order or other satisfactory assurance of confidential treatment, for the information Confidential Information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation systemdisclosed. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to Inspecting Party will cause to be delivered to the otherDisclosing Party, and to retain no copies of, any documents, work papers or and other materials obtained by such party Inspecting Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representativeshereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Comcast Corp)

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