Confidentiality; Cooperation. Lender agrees to treat all financial statements and other financial information of any Guarantor and the DLJMB Parties that are not publicly available, confidentially, provided that, each Guarantor recognizes that Lender shall, and hereby authorizes Lender to, include such financial information or extracts therefrom in any Disclosure Documents or similar disclosure with respect to any syndication of the Loan, so long as in each case the affected Guarantor shall have the right, prior to their dissemination, to review and approve any such Disclosure Documents or similar documents (such approval not to be unreasonably withheld, delayed or conditioned) and the recipients of any such Disclosure Documents are subject to customary obligations to preserve the confidentiality of such information, to the extent applicable to such syndication. In connection therewith and with respect to all such financial information, each Guarantor shall cooperate with and indemnify and hold harmless Lender to the same extent provided in Section 9.3 of the Loan Agreement as if it were a party thereto and each reference to “Borrowers” therein were instead a reference to such Guarantor.
Confidentiality; Cooperation. Except as may be required by applicable Law (including any filing by a Rollover Investor with the Securities Exchange Commission (the “SEC”) as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), and except as may be permitted by Section 5.05 of the Merger Agreement, each Rollover Investor shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the business or affairs of the Company, Purchaser or Merger Sub, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Purchaser. Each Rollover Investor hereby (i) consents to and authorizes the publication and disclosure by Purchaser of such Rollover Investor’s identity and holding of shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by any Rollover Investor or any of its Affiliates as of the date hereof or acquired after the date hereof and prior to the termination of this Agreement, and (following prior review by the Rollover Investor, and with the Rollover Investor’s reasonable comments taken into consideration by the Purchaser) the nature of such Rollover Investor’s commitments, arrangements and understandings under this Agreement and any other information that Purchaser reasonably determines to be necessary or desirable in any press release or any other disclosure document in connection with the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Purchaser of any required corrections with respect to any written information supplied by such Rollover Investor specifically for use in any such disclosure document. Without limitation of the foregoing, each Rollover Investor shall provide to Purchaser all information concerning such Rollover Investor and cooperation as may be reasonably requested by Purchaser in connection with the Company’s preparation and filing of the Proxy Statement and any other filings required under applicable securities Laws and the resolution of any comments thereto received from the SEC. Each Rollover Investor shall promptly correct any information provided by it or him for use in the...
Confidentiality; Cooperation with Regard to Litigation; Non-Disparagement; Return of Company Materials................................................................ 17 13. Non-competition............................................................................ 18 14. Non-solicitation of Employees.............................................................. 19 15. Remedies................................................................................... 19 16.
Confidentiality; Cooperation. (a) The Executive shall not disclose either directly or indirectly to any person in any manner whatsoever any information of any kind regarding the terms of this Agreement, except the Executive may disclose the existence and terms of this Agreement to his attorneys, family members, tax and financial advisors and prospective employers and to others to the extent required by law; provided, however, that each such person receiving such information shall be required to maintain the confidentiality of such information (other than in the event of a disclosure as required by law).
(b) The exclusive statements which shall be made to any person concerning the termination of the Executive's employment are (i) statements set forth in a press release that the Company may issue; provided, however, that the form of such press release shall be subject to the Executive's approval, which approval shall not be unreasonably withheld or delayed, and (ii) a statement to indicate that the Executive and the Company have come to an amicable resolution regarding the Executive's resignation; provided, however, that this Section 5(b) shall not preclude the Company from making such disclosures as are necessary on a confidential basis to its Board of Directors, provided that such directors shall maintain the confidentiality of such information (other than in the event of a disclosure as required by law), and such other disclosures as are required by law.
(c) The Executive shall not for any reason whatsoever, directly or indirectly, either alone or jointly with any person and whether as principal, servant or agent, in any way comment (in writing or otherwise) negatively about the Company, any of its subsidiaries or affiliates or their respective officers, directors, shareholders or employees to any person or entity, disparage its products, plans or management to any supplier, vendor, contractor, creditor, shareholder or potential shareholder, media, subcontractor, competitor, customer or potential customer or any other person or entity, or do anything else to affect adversely the good will of the Company or any of its subsidiaries and affiliates. The Company hereby covenants with the Executive that it will not for any reason whatsoever, directly or indirectly in any way comment (in writing or otherwise) negatively about the Executive to any person.
(d) The Executive shall cooperate fully with the Company in connection with any and all existing and future investigations or litigation br...
Confidentiality; Cooperation. By accepting the Severance Benefits and any other benefits, payments and other items described in this Agreement, you agree that:
a. This Agreement is strictly confidential and that you will not, directly or indirectly, disclose the fact of or terms of this Agreement to anyone other than your attorney or your immediate family members, except to the extent such disclosure may be required for accounting or tax reporting purposes or otherwise be required by law or direction of a court.
b. All documents (including this Agreement), records, techniques, business secrets and other information which have come into your possession from time to time during your employment with the Company (“
Confidentiality; Cooperation. In consideration of the payments and benefits to be provided to you by STERIS pursuant to this Agreement:
a. You acknowledge that as an employee of STERIS you possess confidential and proprietary information relating to STERIS and you agree not to use or to reveal to any other person or entity any confidential or proprietary information of STERIS, except as may be required by law. You agree that if you believe you are required by law to reveal any such confidential or proprietary information, you will first afford STERIS the opportunity to raise any objection that STERIS may have to the purported requirement that you reveal such information.
b. You will not reveal any information regarding the substance of this Agreement to any person or entity other than (i) your wife, (ii) your personal accountant, and/or (iii) counsel retained by you in connection with this Agreement and you will be responsible to see to it that none of these listed individuals reveals any information regarding the substance of this Agreement to any other person or entity.
c. You will not disparage, attempt to discredit, or otherwise call into disrepute STERIS, its affiliates, successors, assigns, officers, directors, employees, agents (in their capacity as agents of STERIS), or any of their systems, products, services or technologies in any manner that would damage the business or reputation of STERIS or its affiliates, successors, assigns, officers, directors, employees, or agents. The prohibition in the immediately preceding sentence applies to all statements that disparage, discredit, or call into disrepute, without regard to the truth or falsehood of the statement.
d. You will not assist any party other than STERIS in any litigation or investigation against STERIS or its affiliates, successors, assigns, officers, directors, employees, or agents with respect to any facts or circumstances existing at any time on or before the date of termination of your employment, except as maybe required by law. You agree that if you believe any such action is required by law, you will use your best efforts to first afford STERIS the opportunity to raise any objection that STERIS may have to the purported requirement that such action be taken by you. Your obligations under this Section 10 shall remain in effect without any limitation as to time.
Confidentiality; Cooperation. In consideration of TRW's agreement to provide the compensation, benefits and payments set forth in this letter agreement:
Confidentiality; Cooperation with Regard to Litigation; Non-Disparagement; Return of Company Materials.................. 14 13.
Confidentiality; Cooperation. 50 SECTION 26. OWNER NON-COMPETITION....................................... 51 26.1 Adjustment of Renewal Threshold ........................ 51
Confidentiality; Cooperation. All information regarding the Casino not otherwise in the public domain by publication or otherwise shall be received and maintained by Hyatt Gaming, HC and any other Hyatt Gaming Affiliates in a confidential manner and shall not be disclosed to any third party without the prior written consent of Owner. Except to the extent approved by Hyatt Gaming in connection with a sale of securities described in Section 24 hereof and except as required in connection with Owner"s SEC filing and legal public disclosure obligations, Owner agrees that it will hold confidential all information relating to Hyatt Gaming, HC and any other Hyatt Gaming Affiliates and their operating procedures and policies. The foregoing obligations shall survive the termination of the Term of this Agreement by expiration or otherwise. Notwithstanding the foregoing, nothing contained herein shall be deemed to prohibit Hyatt Gaming, HC or any other Hyatt Gaming Affiliates from disclosing any such information to reputable statistical computation firms who agree not to disclose the identity of the Casino with respect to such confidential information or to other persons when such disclosure is necessary in order to perform Hyatt Gaming"s obligations hereunder. Upon any termination of the Term hereof by expiration or otherwise, the parties shall cooperate with one another in good faith so as to promote an orderly transition of the management and operations of the Casino.
