Confidentiality Covenant of the Buyer Sample Clauses

Confidentiality Covenant of the Buyer. The Confidentiality Agreement dated January 12, 1998 as amended and modified through the date hereof (the "Confidentiality Agreement") by and between the Buyer and Mfg. Co. on behalf of the Company and the Sellers is hereby confirmed and acknowledged as a continuing obligation of the parties; provided, however, that the disclosure by the Buyer as required in connection with the Financing and any other related offering to parties involved therewith or their representatives who have entered appropriate confidentiality arrangements with Buyer shall not violate such Confidentiality Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Confidentiality Covenant of the Buyer. The Confidentiality Agreement dated March 3, 1998 (the "Confidentiality Agreement") by and between the Buyer and Xxxxxx Capital Corporation on behalf of the Company is hereby confirmed and acknowledged as a continuing obligation of such parties.
Sample 1Sample 2
Confidentiality Covenant of the Buyer. The Confidentiality Agreement fully executed in June, 1996 as amended and modified through the date hereof (the "Confidentiality Agreement") by and between the Buyer and WEFA, Inc. on behalf of the Company and the Sellers is hereby confirmed and acknowledged as a continuing obligation of the parties to the Closing Date. (a) enter into any transactions otherwise than on an arms' length basis with any Seller or any other Affiliate of the WEFA Companies (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the WEFA Companies); (b) pay any compensation other than in the Ordinary Course of Business or increase any compensation of any officer or employee other than such increases in compensation for employees as may be made in the Ordinary Course of Business; (c) incur any Debt (including, without limitation, any capital lease) except in the Ordinary Course of Business and in no event in excess of $100,000 in the aggregate (of which no more than $25,000 shall be on account of items other than new computer equipment) other than revolving credit Hellxx Xxxt; (d) amend the Charter or Bylaws of any WEFA Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be specifically permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the WEFA Companies;
Sample 1
Confidentiality Covenant of the Buyer. The Buyer will not, and will not permit any of its respective representatives to, without the prior written consent of the Seller, disclose any information furnished to the Buyer by or on behalf of the Seller, or use any such information for any purpose otherwise than in evaluating the Business in connection with the transactions contemplated hereby; provided, however, that (i) such information may be disclosed to any of the representatives of the Buyer who have a need to know such information in connection with the transactions contemplated hereby (who shall be instructed to keep such information confidential in accordance with the terms of this Section 5); and (ii) the information subject to the foregoing provisions of this sentence shall be deemed not to include any information known generally in the industry (other than as a result of disclosure in violation hereof) or any information received by the Buyer or any of its representatives from a third party not bound by a duty of confidentiality to the Seller. In addition, information may be disclosed if required by legal process or by operation of applicable law; provided, however, that: (i) the disclosing person shall first promptly (and, if practicable under the circumstances, prior to disclosure) advise and consult with the Seller and its counsel concerning the information proposed to be disclosed; (ii) the Seller shall have the right to seek an appropriate protective order or other remedy concerning the information proposed to be disclosed and the disclosing person will cooperate with the Seller to obtain such protective order; and, (iii) in the event that such protective order or other remedy is not obtained by the Seller within a reasonable time, the disclosing person will disclose only that portion of the information which the disclosing person is legally required to disclose, and the disclosing person will use its best efforts to obtain assurances that confidential treatment will be accorded to such information. In the event of any termination of this Agreement pursuant to Section 9, the Buyer and its respective representatives will return or destroy all copies of any written materials in their possession furnished by or on behalf of the Seller, and shall remain bound by the provisions of this Section 5 for a period of two (2) years from the date of this Agreement. The foregoing provisions of this Section 5 shall: (i) supersede all prior confidentiality obligations of the Buyer; (ii) terminate wi...
Sample 1

Related to Confidentiality Covenant of the Buyer

  • Confidentiality Covenant You acknowledge that your employment by the Company will, throughout the term of your employment, bring you into close contact with many confidential affairs of the Company, its affiliates and third parties doing business with the Company, including information about costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes and other business affairs and methods and other information not readily available to the public, and plans for future development. You further acknowledge that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. You further acknowledge that the business of the Company and its affiliates is international in scope, that its products and services are marketed throughout the world, that the Company and its affiliates compete in nearly all of its business activities with other entities that are or could be located in nearly any part of the world and that the nature of your services, position and expertise are such that you are capable of competing with the Company and its affiliates from nearly any location in the world. In recognition of the foregoing, you covenant and agree: 8.1.1. You shall use all reasonable efforts to keep secret all confidential matters of the Company, its affiliates and third parties and shall not disclose such matters to anyone outside of the Company and its affiliates, or to anyone inside the Company and its affiliates who does not have a need to know or use such information, and shall not use such information for personal benefit or the benefit of a third party, either during or after the Term, except with the Company’s written consent, provided that (i) you shall have no such obligation to the extent such matters are or become publicly known other than as a result of your breach of your obligations hereunder, (ii) you may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process, and (iii) to the extent necessary to enforce the terms of this Agreement; and 8.1.2. You shall deliver promptly to the Company on termination of your employment, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the Company’s and its affiliates’ businesses, which you obtained while employed by, or otherwise serving or acting on behalf of, the Company and which you may then possess or have under your control.

  • Confidentiality Covenants (a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral or graphic.

  • Covenant of Confidentiality All documents, records, files, manuals, forms, materials, supplies, computer programs, trade secrets and other information which comes into EXECUTIVE's possession from time to time during EXECUTIVE's employment by COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall be deemed to be confidential and proprietary to COMPANY and shall remain the sole and exclusive property of COMPANY. EXECUTIVE acknowledges that all such confidential and proprietary information is confidential and proprietary and not readily available to COMPANY's business competitors. On the effective date of the termination of the employment relationship or at such other date as specified by COMPANY, EXECUTIVE agrees that he will return to COMPANY all such confidential and proprietary items (including, but not limited to, Company marketing material, business cards, keys, etc.) in his control or possession, and all copies thereof, and that he will not remove any such items from the offices of COMPANY.

  • Confidentiality; Survival of Obligations The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any bank examiner of the Custodian or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. The provisions of this Section 9.13 and Sections 9.01, 9.02, 9.03, 9.09, Section 2.28, Section 3.04, Section 7.01, Article V and Article VI hereof and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Non-Disclosure Covenant The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo and APP, severally, agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

  • Confidentiality and Ownership The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

  • Confidentiality Agreement As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply.

  • Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Confidentiality Statement All persons that will be working with PHI COUNTY 21 discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of 22 COUNTY must sign a confidentiality statement that includes, at a minimum, General Use, Security and 23 Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the 24 workforce member prior to access to such PHI. The statement must be renewed annually. The 25 CONTRACTOR shall retain each person’s written confidentiality statement for COUNTY inspection 26 for a period of six (6) years following the termination of the Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!