Confidentiality; Exclusivity. (a) From the applicable Closing Date until December 31, 2005, Seller and its Affiliates, on the one hand, and Acquiror and its Affiliates (including the Acquired Companies), on the other hand, shall, and shall cause their respective Representatives to maintain in confidence and not use to the detriment of the other party (including for the purposes of competing with the other party or its Affiliates), any written, oral or other information relating to and obtained from the other party or its Affiliates, except that the foregoing requirements of this Section 5.04(a) shall not apply to a party to the extent that (i) any such information is or becomes generally available to the public other than (A) in the case of Acquiror, as a result of disclosure by Seller, its Affiliates or any of its respective Representatives and (B) in the case of Seller, as a result of disclosure by Acquiror or any of the Acquired Companies (after the applicable Closing Date) or any of their respective Affiliates, or any of their respective Representatives, (ii) any such information is required by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice that has been given to Acquiror or Seller, as applicable, (iii) any such information is to be disclosed in connection with any Action, or (iv) any such information was or becomes available to such party on a non-confidential basis and from a source (other than a party to this Agreement or any Affiliate or Representative of such party) that is not bound by a confidentiality agreement. Seller and Acquiror shall instruct its Affiliates and Representatives having access to such information of such obligation of confidentiality.
(b) Acquiror and Seller agree to deal with one another on an exclusive basis during the term of this Agreement with respect to the transactions contemplated herein, and Seller shall not solicit or entertain offers for, or enter into any discussions relating to, any similar transactions with respect to the sale of the Companies or any of the Acquired Real Property Assets.
Confidentiality; Exclusivity. The terms and provisions of this Agreement shall remain confidential and shall not be disclosed, by either Purchaser or Seller, to any third party other than: (i) the current and former partners of Seller; (ii) the current property managers of the Properties and any other third parties who provide services to the Properties, whose services will effectively be terminated upon the Closing contemplated herein; (iii) as may be required by law or regulation (including, without limitation, disclosure to HUD, MHFA and the Securities and Exchange Commission), in connection with any litigation or other enforcement proceeding among the parties to this agreement, or to comply with the filing requirements of any applicable law or rule; or (iv) any counsel, accountants, consultant, or agent assisting Seller with the sale of the Property and any counsel, accountants, consultant, or agent assisting Purchaser with the purchase of the Property. If Purchaser does not proceed with the purchase of the Properties, Purchaser shall return to Seller all materials and information furnished to it by Seller or Seller' agents in connection with its review of the Properties. Seller shall, and shall direct its agents, not to solicit, offer, or accept an offer for the purchase of the Properties from any other parties until the termination of this Agreement.
Confidentiality; Exclusivity. (a) Purchaser acknowledges that the information being provided to it in connection with the Transaction and the other transactions contemplated hereby is subject to the terms of that certain confidentiality agreement between GTCR LLC and Seller, dated as of May 16, 2022 (as amended through the date hereof, the “Confidentiality Agreement”), the terms of which are incorporated herein by reference in their entirety and shall survive the Closing. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Business; provided, however, that Purchaser acknowledges that its obligations of confidentiality and non-disclosure with respect to any and all other information provided to it by or on behalf of Seller, the other Seller Entities, the Purchased Entity or any of their respective Affiliates or Representatives, concerning the Retained Businesses, Seller, the other Seller Entities or any of their respective Affiliates (other than to the extent relating to the Business) shall continue to remain subject to the terms and conditions of the Confidentiality Agreement, notwithstanding any termination of the Confidentiality Agreement that has occurred or would otherwise occur notwithstanding. The Parties expressly agree that, notwithstanding any provision of the Confidentiality Agreement to the contrary, including with respect to termination thereof, if, for any reason, the Closing does not occur and this Agreement is terminated, and the remaining term of the Confidentiality Agreement is less than twenty-four (24) months, the Confidentiality Agreement (other than any employee non-solicitation restrictions, which shall continue for an additional period equal to the original non-solicitation period under the Confidentiality Agreement) shall continue in full force and effect for a period of twenty-four (24) months following termination of this Agreement and otherwise in accordance with its terms, and this Agreement shall constitute the requisite consent of the Parties to amend the Confidentiality Agreement accordingly. As soon as reasonably practicable after the date hereof, Seller shall request each counterparty (other than Purchaser or any of its Affiliates) to a confidentiality agreement to which Seller or any of its Subsidiaries is a party that was entered into with a potential purchaser of the Business (or a material portion thereof) in connection with the Sale Process (a “Sale Process NDA...
Confidentiality; Exclusivity. AFH shall not disclose the specific terms of this Agreement not will it discuss any specific company issues or real estate holdings to potential clients or anyone else without prior approval from Purchaser.
Confidentiality; Exclusivity. 2.1. The Parties agree that “Confidential Information” shall mean confidential information in whatever form disclosed by one Party to the other pursuant to or in connection with this MOU, and shall include, but not be limited to, the terms and conditions of this MOU and any drafts hereof, the Final Agreement and any drafts thereof, any correspondence relating to this MOU and/or the Final Agreement, concepts, trade-secrets, modules, rollout plans, know-how, techniques, processes, schematics, contracts, financial information, sales and marketing plans.
Confidentiality; Exclusivity. (a) Sunrise and Investor entered into a confidentiality agreement dated December 28, 2001 (the "CONFIDENTIALITY AGREEMENT"), a copy of which is attached hereto as Exhibit I, in connection with the transactions contemplated by this Agreement, which agreement shall remain in full force and effect, unmodified by the terms of this Agreement. Sunrise and Investor will use their best efforts to comply with the terms of the Confidentiality Agreement. Notwithstanding any other provision in this Agreement, this Section 6.6 shall survive the Closing indefinitely.
(b) For the period following the date hereof through the applicable Closing or the earlier termination of this Agreement, Sunrise shall negotiate exclusively with Investor and shall not solicit or seek offers or expressions of interest with respect to any of the Facilities from any party other than Investor.
Confidentiality; Exclusivity. 20.1 The Parties are agreed that information exchanged between them in connection with the planned merger shall be treated as strictly confidential. The details are governed by the special Confidentiality Agreement of January 21/22, 2008.
20.2 The Parties shall refrain from doing anything that could delay or jeopardize the realization of the merger. In view of the costs and expenses arising in connection with the negotiation and audit of the merger, Allianz shall not hold any talks or negotiations concerning the acquisition or sale of shares in Dresdner Bank, unless such talks or negotiations take place in accordance with this Agreement or are mutually agreed between Allianz and Commerzbank. Allianz undertakes not to approve any disposals by Dresdner Bank over its holding of its own shares without the consent of Commerzbank.
Confidentiality; Exclusivity. 5.1. The terms and conditions of this Agreement (including its existence) shall be confidential information and shall not be disclosed by any party to this Agreement or any of its Associates to any person not being a party hereto except with the prior written consent of each Preferred Shareholder.
5.2. Notwithstanding Section 5.1, each party to this Agreement may disclose the terms of this Agreement to its employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders, senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the parties to this Agreement may disclose the investment amounts in relation to the Preferred Shares held by the Preferred Shareholders, the valuation of the Company, the rights and privileges of the Preferred Shareholders under this Agreement and the Transaction Documents and the share capital structure of the Company to any person except with the prior written consent of each Preferred Shareholder.
5.3. In the event that any party becomes legally compelled (including without limitation, pursuant to applicable securities laws and regulations) to make disclosure not permitted under Sections 5.1 and 5.2, such party (the “Disclosing Party”) shall provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate party may seek (with the co-operation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Parties.
5.4. Each of the Group Companies and the Key Holders acknowledges and agrees that none of the Preferred Shareholders will maintain an exclusive relationship with the Company and nothing contained herein shall prevent any Preferred Shareholder, any of its Associates or members from entering into any business, entering into any agreement with a third party, or investing in, evaluating or engaging in investment discussions with any other company (whether or not competitive with any of the...
Confidentiality; Exclusivity. The:
(i) Purchaser and its respective representatives shall hold in strictest confidence all data and information obtained with respect to the operation and management of the Property and the terms and conditions of this Agreement, and (ii) Seller and its respective representatives shall hold in strictest confidence all data and information obtained with respect to Purchaser and its affiliates’ operations and the terms and conditions of this Agreement, in each case, whether obtained before or after the execution and delivery hereof, and shall not use such data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent either party from disclosing to: (y) its prospective lenders or investors, or to its principals, officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with the transaction contemplated by this Agreement; provided that such disclosing party advises any such third party of the confidential nature of the information disclosed, or (z) the Title Insurer. However, neither party shall have this obligation concerning information which: (a) is published or becomes publicly available through no fault of either the Purchaser or the Seller; (b) is rightfully received from a third party; or (c) is required to be disclosed by law. Seller agrees that, from the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall not, directly or indirectly, through any officer, director, agent, representative or otherwise, solicit, initiate or encourage the making of any inquiries, engage in negotiations or other substantial discussions, or enter into any agreement with any party, with respect to the transaction contemplated under this Agreement.
Confidentiality; Exclusivity. The Members will, and will cause their officers, directors, employees and Affiliates to, preserve the confidential nature of all material confidential and proprietary information of the Company (including, without limitation, the confidential nature of any and all new developments proposed to be effected by the Company). Pilevsky shall not be bound by such obligations and shall not have any rights or obligations to inspect the books and records of the Company, provided, however, Pilevsky's designated accountant shall have the right, in accordance with Article VIII hereof, to inspect the books of account of the Company, provided that such accountant agrees in writing to be bound by the terms and conditions of this Section 6.8.
