Confidentiality Obligations of Seller Sample Clauses

Confidentiality Obligations of Seller. From and after the date hereof, SELLER, its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 are of the essence and shall survive any termination of this Agreement; PROVIDED, HOWEVER, that SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 if SELLER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.
Sample 1Sample 2See All (15)
AutoNDA by SimpleDocs
Confidentiality Obligations of Seller. From and after the Closing Date until the Confidentiality Agreement Expiration Date, Seller shall, and shall cause its Affiliates and its and their respective Representatives to, keep all Business Confidential Information relating to the CIT Bank Purchased Assets and the CIT Bank Assumed Liabilities transferred to Buyers on the Closing Date and all Buyer Confidential Information strictly confidential and not disclose to any Third Party (other than to Affiliates and Representatives of Seller for the purposes set forth herein) or use any such Business Confidential Information or Buyer Confidential Information, except (i) if required pursuant to any Law, regulatory process or stock exchange requirement or if required or reasonably appropriate pursuant to any request from, or audit by, any Governmental Authority, or (ii) if required or reasonably appropriate in order to enforce the rights or perform the obligations of the Seller under this Agreement and the other Transaction Documents or to enforce the rights or perform the obligations of any other Affiliate of Seller under the other Transaction Documents. For purposes of this Section 6.04, the term “Business Confidential Information” shall mean, with respect to any CIT Bank Purchased Assets or CIT Bank Assumed Liabilities transferred to Buyers on the Closing Date, any confidential or proprietary information relating solely to such CIT Bank Purchased Assets or such CIT Bank Assumed Liabilities that was provided by Seller or its Affiliates or Representatives to Buyers prior to the Closing Date pursuant to this Agreement, the Transaction Documents, or in connection with the transactions contemplated hereby or thereby; provided, however, that the term “Business Confidential Information” shall not include information that at the time of disclosure or thereafter is generally available to the public (other than as a result (directly or indirectly) of a disclosure by Seller or its Affiliates or Representatives in violation of this Section 6.04(c)). For purposes of this Section 6.04, the term “Buyer Confidential Information” shall mean any confidential or proprietary information of Buyers or their Affiliates provided to the Seller in connection with this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby, whether before, on or after the date of this Agreement. Notwithstanding the foregoing, “Buyer Confidential Information” does not include (x) information that is or becomes genera...
Sample 1Sample 2
Confidentiality Obligations of Seller. (1) Seller acknowledges and agrees that it possesses confidential information related to the Buyer, the Business and the Purchased Assets, the improper disclosure or misuse of which would materially adversely affect the ability of Buyer to make use of the Purchased Assets.
Sample 1Sample 2
Confidentiality Obligations of Seller. Seller shall treat as ------------------------------------- confidential and prevent unauthorized duplication or disclosure of any confidential information concerning the business, affairs or the goods of Buyer which Seller may acquire during the course of its activities under this Agreement and shall not use any of such confidential information for any purpose other than in furtherance of Seller's obligations under this Agreement. In addition, Seller shall use commercially reasonable efforts to prevent any such disclosure by any and all of its employees or representatives outside the scope of employment of such employees' and representatives' employment or engagement with Seller. Seller agrees that except for such disclosure as is required by law, the terms of this Agreement shall be deemed confidential information for purposes of this Section 9.1.
Sample 1
Confidentiality Obligations of Seller. From and after the date hereof, Seller shall, and shall cause its subsidiaries and Affiliates (for all purposes of this Section 9.03, including Seller’s and their respective directors, officers, employees and advisers) to, treat all information received from Purchaser concerning Purchaser’s business, assets, operations and financial condition as confidential, unless and to the extent Seller can demonstrate that such information was already known to Seller or such Affiliates or subsidiaries or in the public domain, and Seller shall, and shall cause its subsidiaries and Affiliates to, not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby.
Sample 1
Confidentiality Obligations of Seller. From and after the date hereof, except to the extent otherwise required by Applicable Law, Seller will, and will cause its subsidiaries and Affiliates (for all purposes of this Section 9.03, including Seller’s and their respective directors, officers, employees and advisers) to, treat all information received from Purchaser concerning the business, assets, operations and financial condition of Purchaser as confidential, unless and to the extent Seller can demonstrate that such information was already known to Seller or such subsidiaries or Affiliates or in the public domain, and Seller will not, and will cause its subsidiaries and Affiliates to not, use any such information for any purpose except in furtherance of the transactions contemplated hereby. From and after the Closing Date, Seller will, and will cause its subsidiaries and Affiliates (for all purposes of this Section 9.03, including Seller’s and their respective directors, officers, employees and advisers) to, treat all Seller information related to the Assets and Assumed Liabilities as confidential information of Purchaser, unless and to the extent Seller can demonstrate that such information was already in the public domain, and Seller will not, and will cause its subsidiaries and Affiliates to not, use any such information for any purpose except in a manner consistent with the transactions contemplated hereby.
Sample 1
Confidentiality Obligations of Seller. From the date of this Agreement until the third anniversary of the Closing Date, Seller will hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law (in which case Seller shall provide Buyer with reasonable notice thereof so the Buyer may best protect its interests), all confidential documents and material nonpublic information (a) received from Buyer concerning the business, assets, operations, and financial condition of Buyer and its affiliates (b) concerning the business, assets, operations and financial condition of the Company.
Sample 1
AutoNDA by SimpleDocs
Confidentiality Obligations of Seller 
Sample 1

Related to Confidentiality Obligations of Seller

  • Confidentiality Obligations During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

  • Confidentiality Obligation 本协议签订后，无论本协议是否失效、终止，甲乙双方应当负有保守对方提供的所有资料、信息秘密的义务。除了海事管理机构等可依法取得该资料、信息的政府主管机关或者双方可以向其各自保险人披露本协议之外，甲乙双方不得向其它第三方公开资料、信息内容。 After conclusion of this Agreement, no matter whether this Agreement is in effect or not, or no matter whether this Agreement is terminated, both parties are obliged to keep all the materials and information provided by the other party confidential. Except that both parties may disclose the Agreement to their respective insurers and such government authorities as the MSA may obtain the said materials and information in accordance with law, both parties shall not make in public the contents of such materials and information. 第五条 生效、变更和终止

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

  • Duration of Confidentiality Obligations The Receiving Party’s obligations under this Article apply to Confidential Information of the Furnishing Party disclosed to the Receiving Party before or after the Effective Date and will continue during the Agreement Term and survive the expiration or termination of the Agreement as follows:

  • Obligations of Confidentiality 1. The contracting party and the expert must treat confidentially any information and documents, in any form (i.e. paper or electronic), disclosed in writing or orally in relation to the performance of the Contract.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Proprietary Information Obligations You acknowledge your continuing obligations under your Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

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