CONFIDENTIALITY AND USE OF NAMES. 15.1 The Seller shall not at any time after the date of Completion disclose or knowingly permit there to be disclosed any Confidential Business Information which it has or acquires PROVIDED THAT this clause shall not apply if and to the extent that:
(a) such Confidential Business Information has ceased to be confidential or come into the public domain (other than as a result of breach of any obligation of confidence by the Seller or any member of the Seller’s Group); or
(b) any disclosure of such Confidential Business Information has been authorised by the Buyer; or
(c) disclosure of the Confidential Business Information concerned is required by law or by any regulatory body.
15.2 The Seller shall not at any time after the date of Completion either as principal or partner, alone or jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity use or otherwise deal with any of the Owned Target Intellectual Property Rights or use or otherwise deal with anything which identical or similar to or is intended, or is likely to be confused with any of the Owned Target Intellectual Property Rights.
15.3 The Seller shall procure that each member of the Seller’s Group and each of its Associates shall comply with the provisions of this clause as if each such person were a party covenanting with the Buyer.
15.4 The Buyer hereby undertakes to the Seller to procure that each member of the Target Group shall, at its own expense, within six months after the Signing Date use reasonable efforts to remove all reference to any member of the Seller’s Group and logo on its letterhead, business cards, circulars and advertisements or on any signs or on any assets used by any member of the Target Group or any of their agents and the Buyer shall procure that no member of the Target Group shall carry on business after the expiry of such six month period under any name, style or logo which is similar to or which may be confused with that of any member of the Seller’s Group, or otherwise represent or hold itself out as being in any way connected with the Seller or any such member.
CONFIDENTIALITY AND USE OF NAMES. (a) The Sub-Adviser shall treat all records and other information relative to the Trust, the Series and the Adviser and their prior, present or potential shareholders and clients (as applicable), including the list of portfolio securities, instruments and assets and liabilities of the Series, which it shall receive or have access to in the performance of its duties confidentially and as proprietary information of the Trust and the Adviser. The Sub-Adviser shall not disclose such records or information to any third party or use such records or information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust and the Adviser, which shall not be unreasonably withheld, or as otherwise provided below).
(b) The Sub-Adviser and the Adviser acknowledge and agree that during the term of this Agreement the parties may have access to information that is proprietary or confidential to both parties or their respective affiliates (“Confidential Information”). The parties agree that their respective officers and employees shall treat all such Confidential Information as confidential and proprietary and will not use or disclose Confidential Information for any purpose other than in connection with the exercise of their responsibilities under this Agreement or as necessary to conduct the business of the Series, except as provided below. The Adviser (on its own behalf and on behalf of the Trust and Series) agrees not to make use of the investment decisions or recommendations of the Sub-Adviser, other than with respect to the Series, without the written consent of the Sub-Adviser. In addition, each party shall use its reasonable best efforts to ensure that any of its agents or affiliates who may gain access to Confidential Information shall be made aware of its proprietary nature and shall likewise treat it as confidential.
(c) The confidentiality provisions in paragraphs (a) and (b) immediately above will not apply to any information that either party hereto can show: (i) is or subsequently becomes publicly available without breach of any obligation owed to the other party; (ii) became known to either party from a source other than the other party, and without breach of an obligation of confidentiality owed to the other party; (iii) is independently developed by either party without reference to the information required by this Agreement to be treated confidentially; or (i...
CONFIDENTIALITY AND USE OF NAMES. 8.1 Each Seller shall not at any time after the date of Completion use or disclose or permit there to be disclosed any Confidential Business Information which it has or acquires PROVIDED THAT this clause shall not apply if and to the extent that:
(a) such Confidential Business Information has ceased to be confidential or come into the public domain (other than as a result of breach of any obligation of confidence by any of the Sellers or any of their respective Associates); or
(b) any disclosure of such Confidential Business Information has been authorised in writing by the Buyer; or
(c) disclosure of the Confidential Business Information concerned is required by law or by any regulatory body (including the London Stock Exchange).
8.2 Each Seller shall not at any time after the date of Completion either as principal or partner, alone or jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity use any of the Target Intellectual Property Rights (in particular, but without limitation, any name including the words “Headland”, “Good Morning News”, “HML”, Walport”, “Newslink”, “Rigstream”, “NL Crewnews”, “Entertainment On-board”, “HotelNewspapers”, “Crewtoo” and “Muzo” or any similar words) or use anything which is intended, or is likely to be confused with any of the Target Intellectual Property Rights.
CONFIDENTIALITY AND USE OF NAMES. 9.1 Each Warrantor shall not at any time after the date of Completion use or disclose or permit there to be disclosed any Confidential Business Information which it has or acquires PROVIDED THAT this clause shall not apply if and to the extent that:
(a) such Confidential Business Information has come into the public domain (other than as a result of breach of any obligation of confidence by any of the Sellers or any of their respective Associates); or
(b) any disclosure of such Confidential Business Information has been authorised in writing by the Buyer; or
(c) disclosure of the Confidential Business Information concerned is required by law.
9.2 Each Warrantor shall not at any time after the date of Completion either as principal or partner, alone or jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity use any of the Target Intellectual Property Rights or use anything which is intended, or is likely to be confused with any of the Target Intellectual Property Rights.
9.3 Each Warrantor shall procure that each of their respective Associates shall comply with the provisions of this clause as if each such person were a party covenanting with the Buyer.
CONFIDENTIALITY AND USE OF NAMES. The Seller shall not at any time after the date of Completion use or disclose or permit there to be disclosed any Confidential Business Information which it has or acquires PROVIDED THAT this clause shall not apply if and to the extent that:
(a) such Confidential Business Information has come into the public domain (other than as a result of breach of any obligation of confidence by the Seller or any of its Associates); or
(b) any disclosure of such Confidential Business Information that is authorised in writing by the Buyer; or
(c) disclosure of the Confidential Business Information concerned is required by law or by any regulatory body or the London Stock Exchange. 14 TAX The parties agree that the provisions of Schedule 4 shall have effect.
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CONFIDENTIALITY AND USE OF NAMES. 12.1 The Seller shall not at any time after the date of Completion use or disclose or permit there to be disclosed any Confidential Business Information which it has PROVIDED THAT this clause shall not apply if and to the extent that:
(a) such Confidential Business Information has come into the public domain (other than as a result of breach of any obligation of confidence by the Seller; or
(b) any disclosure of such Confidential Business Information has been authorised in writing by the Buyer; or
(c) disclosure of the Confidential Business Information concerned is required by law or by any regulatory body including but not limited to any Recognised Investment Exchange.
12.2 The Seller shall procure that each member of the Seller’s Group shall comply with the provisions of clause 12.1.
12.3 The Buyer (on behalf of itself and each member of the Buyer’s Group) hereby undertakes to the Seller that at any time after the date of Completion either as principal or partner, alone or jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity use or otherwise exploit any of the Seller’s Business Names or any similar words or use anything which is intended or is likely to be confused with the Seller’s Business Names.
CONFIDENTIALITY AND USE OF NAMES. 8.1 The Seller shall not at any time after the date of Completion use or disclose or permit there to be disclosed any Confidential Business Information which he has or acquires, provided that this clause shall not apply if and to the extent that:
(a) such Confidential Business Information has come into the public domain (other than as a result of breach of any obligation of confidence by the Seller or any of his Associates); or
(b) any disclosure of such Confidential Business Information has been authorised in writing by the Buyer; or
(c) disclosure of the Confidential Business Information concerned is required by Law or by any regulatory body.
8.2 The Seller shall not at any time after the date of Completion either as principal or partner, alone or jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity use any of the Target Intellectual Property Rights (in particular, but without limitation, any name including the words “Videotel”, “Videotel on Demand”, “Videotel Online Assessment” and webFTA”, or any similar words) or use anything which is intended, or is likely to be confused with any of the Target Intellectual Property Rights.
8.3 The Seller shall procure that each of his Associates shall comply with the provisions of this clause as if each such person were a party covenanting with the Buyer.
8.4 Notwithstanding anything to the contrary in this clause 8, nothing in this clause 8 shall prevent the Seller from carrying out his bona fide duties for and on behalf of the Target Group in accordance with the terms of an employment or consultancy agreement entered into between the Seller and the relevant member of the Target Group.
CONFIDENTIALITY AND USE OF NAMES. The following Section 9.4 supersedes and replaces Section 9.4 of the RCLA.
CONFIDENTIALITY AND USE OF NAMES
