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 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. 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. (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 a. Neither the Company nor ---------------------------- Executive will issue any press release or publish any public document or make any public statement relating to or connected with or arising out of any matters relating to his employment by the Company or its termination or any matters contained in this Agreement without the prior written consent of the other as to its contents and the manner of its presentation and publication, except as, after consultation with counsel, either party may conclude disclosure is required by law or regulation. In response to any inquiry as to the status of the Executive or his termination from the Company, neither the Company nor the Executive shall respond other than as provided for in any previously agreed to press release or other public statement, provided, however, that the Company may confirm to third parties upon the request of Executive the dates of Executive's employment at the Company, his titles and/or compensation. Except as set out in this paragraph the existence and contents of this Agreement shall remain entirely confidential, except that each party may disclose it to the Internal Revenue Service and to their respective professional advisers.
b. Subsequent to the Termination Date, the Executive will consult and cooperate with the Company, to the extent reasonably requested by the Company, without further compensation, in respect of (A) any litigation or claims now pending or subsequently commenced or made against the Company which relate to the period during which the Executive was employed by the Company and with respect to which the Executive had knowledge or involvement, and (B) the resolution of existing or former business relationships of the Company in which the Executive had direct involvement, on behalf of the Company, during the period he was employed by the Company; provided, however, that (a) the -------- ------- Company shall provide Executive with reasonable notice of any request for consultation or assistance; (b) such consultation or assistance will be given at such time or times as are reasonably convenient to both the Company and Executive and so as to not unduly interfere with any business activity or employment of Executive; (c) the Company shall advance or reimburse to Executive any out-of-pocket costs incurred by him in rendering such consultation or assistance; and (d) the Executive shall be entitled to such exoneration and indemnification with respect to such matters as is referred t...
Confidentiality; Cooperation. In consideration of TRW's agreement to provide the compensation, benefits and payments set forth in this letter agreement:
Confidentiality; Cooperation. You agree that this Agreement shall remain confidential and shall not be disclosed to any person, except (a) to your immediate family; (b) as may be required for obtaining legal or tax advice; (c) for the filing of income tax returns; or (d) as may be required by law or in any proceeding to enforce this Agreement. In the event of any disclosure to immediate family or a legal or tax advisor, you shall require any person receiving such information to maintain its confidentiality. Nothing contained in this Agreement shall preclude you from providing truthful testimony or information pursuant to subpoena, court order or legal process. You shall promptly provide the Company with written notice of such subpoena, court order or legal process so that the Company shall have an opportunity to challenge any disclosure pursuant to such subpoena, court order or legal process. You agree to provide the Company or any of its affiliates with truthful and complete cooperation in litigation matters arising out of or related to your activities or duties while employed by the Company, whether or not such matters have commenced as of the Separation Date.
Confidentiality; Cooperation. All information regarding the Hotel not otherwise in the public domain by publication or otherwise shall be received and maintained by Hyatt in a confidential manner and shall not be disclosed to any third party without the prior written consent of Owner. Owner agrees that it will hold confidential all information relating to Hyatt and its operating procedures and policies. Further, Owner agrees that it will not, without the prior written consent of Hyatt, disclose any of the terms or provisions of this Agreement, except pursuant to court order or to MPA, potential lenders or equity investors with whom Owner is engaged in negotiations, or to Owner's lawyers, accountants or other similar consultants or professionals on an "as needed" basis. 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 from disclosing any such information to reputable statistical computation firms who agree not to disclose the identity of the Hotel with respect to such confidential information or to other persons when such disclosure is necessary in order to perform Hyatt'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 Hotel; provided, however, that nothing contained herein shall be deemed to vest in Owner any rights to continue to use the name "Hyatt" or any supplies incorporating such name or other proprietary materials of Hyatt post- termination.
Confidentiality; Cooperation. Executive acknowledges and agree that the terms and provisions of this Release Agreement, as well as any and all incidents leading to or resulting from this Release Agreement, are confidential and that Executive shall not discuss them with any individual without the prior written consent of the Company’s Executive Vice President – Human Resources or General Counsel, except this Release Agreement shall not prohibit Executive from making required confidential disclosures to Executive’s attorney, accountant, or legally required disclosures to any governmental authority, or discussing the matter with Employee’s respective immediate family on a need to know basis or as otherwise required by law. Executive further agrees that all documents, records, techniques, business secrets and other information that have come into his possession from time to time during his affiliation with the Company shall be deemed to be confidential and proprietary to the Company and shall be its sole and exclusive property. Executive agrees to keep confidential and not use or divulge to any other individual or harm or destroy any of the Company’s confidential information and business secrets, except as required by law, and that Executive will promptly return to the Company any and all confidential and proprietary information, and all property, equipment and materials of the Company that are in his possession or under his control. He will cooperate with the Company, in any litigation or administrative proceeding involving any matters with which he was involved during his employment with the Company. The Company shall reimburse Executive for travel and expenses approved in advance in writing by the Company, which Executive incurred in providing such assistance.
