Confidentiality of Disclosures. Any corporate information, records, documents, descriptions or other disclosures of whatsoever nature or kind made or disclosed by either of the parties to the other party, or to the authorized representatives thereof, or learned or discovered by such other party or by any representatives thereof in connection with the transactions contemplated by this Agreement (whether prior to or after the date of the execution of this Agreement) and not known by or available to the public at large, shall be received in confidence and neither of the parties nor any such authorized representative shall disclose or make use of such information or authorize anyone else to disclose or make use thereof without the written consent of the other party hereto, except (a) as necessary to consummate the transactions contemplated hereby or (b) as compelled by judicial or administrative process or by other requirements of applicable law including any disclosure under Federal securities laws; provided, however, that in the case of any disclosure contemplated pursuant to this clause (b), the party seeking to disclose such information shall give the other party reasonable prior written notice thereof in order to afford such other party reasonable opportunity to seek a protective order or other limitation under such disclosure.
Confidentiality of Disclosures. Each party acknowledges that it may have access to certain of the other’s trade secrets and proprietary, confidential and nonpublic information, as more fully specified herein, and makes the covenants, agreements and promises contained in this Agreement. Each party acknowledges and agrees that as a result of access to confidential information and related items, and through prior and subsequent communications, it will acquire knowledge of the other’s trade secrets and other proprietary and confidential information, including, without limitation, (a) information of a business nature, such as marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, information and data concerning costs, profits, market share, sales, current or planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, or information regarding suppliers, dealers, or lenders; (b) information of a technical nature such as trade secrets, patent applications, product specifications, data, know-how, formulas, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, innovations, improvements, past, current and planned research and development, computer software and programs (including object code and source code), and database technologies, systems, structures and architectures; (c) information regarding personnel and human resources such as organizational structure, salary, personnel training techniques and materials, and employees' qualifications; (d) information generated or derived by Recipient or its officers, directors, partners, employees, affiliates, agents and representatives that contains, reflects or is derived from any of the information described above; and (e) any other information obtained from Discloser that is not known to the public (referred to herein, collectively, as the “Confidential Information”).
Confidentiality of Disclosures. Any corporate information, records, documents, descriptions or other disclosures of whatsoever nature or kind made or disclosed by any of the parties to any of the other parties, or to the authorized representative thereof, or learned or discovered by such other party or by any representative thereof in the course of the investigations pursuant to the consummation of the transactions contemplated by this Agreement (whether prior to or after the date of the execution of this Agreement) and not known by or available to the public at large, shall be received in confidence and none of the parties nor any such authorized representative shall disclose or make use of such information or authorize anyone else to disclose or make use thereof without the written consent of the other relevant parties hereto, except (a) as necessary to consummate the transactions contemplated hereby, (b) that the parties hereto shall continue such communications with directors, employees, customers, suppliers, franchisees, lenders, lessors, shareholders, partners and other particular groups as may be legally required or necessary or appropriate and not inconsistent with the best interests of the other parties for the proper consummation of the transactions contemplated herein, and (c) as compelled by judicial or administrative process or by other requirements of applicable law including any disclosure under federal securities laws; provided, however, that in the case of any disclosure contemplated pursuant to this clause (c), the party seeking to disclose such information shall give the other party or parties reasonable prior written notice thereof in order to afford such other party or parties reasonable opportunity to seek a protective order or other limitation under such disclosure.
Confidentiality of Disclosures. 50 Section 9.12. Publicity.................................................. 50 Section 9.13. Third Parties.............................................. 50 Section 9.14. Counterparts............................................... 50 Section 9.15. Interpretation............................................. 50 Section 9.16. Enforcement................................................ 51 Exhibit A Conditions of the Offer................................................... 53 AGREEMENT AND PLAN OF MERGER, dated December 23, 1997, among FAMILY GOLF CENTERS, INC. ("Parent"), a Delaware corporation, FAMILY GOLF Acquisition, INC. ("Acquisition"), a Colorado corporation and a wholly-owned subsidiary of Parent, and METROGOLF INCORPORATED ("MGI" or the "Company"), a Colorado corporation.
Confidentiality of Disclosures. 51 SECTION 12.08 PUBLICITY................................................................................... 52 SECTION 12.09
Confidentiality of Disclosures. Many of the matters brought to the Committee for review and action will include information of a personal and private nature concerning the financial interests of Covered Individuals, proprietary business information, and other information of a highly confidential nature. Accordingly, the Committee will meet in closed session; all members and observers must maintain all disclosed information in strict confidence; and the Committee will take all precautions and actions necessary to preserve the confidentiality of such information. In addition, at the request of a faculty member, the Vice Chancellor for Research shall have discretion to limit disclosure of identities to University counsel and the Committee Chair, rather than the whole Committee, to satisfy the preferences of that faculty member. Information disclosed under this Policy may be further disclosed outside the University if required by applicable law, but only after the General Counsel approves such disclosure and the affected Covered Individual is notified that the information will be released.
Confidentiality of Disclosures. 45 Section 9.12. Publicity............................................45 Section 9.13.
Confidentiality of Disclosures. In the course of performing and in the negotiations leading to the execution of this Agreement, HAVEX xxx BIOSYM may disclose to each other information concerning their respective inventions, confidential know-how, copyrights and trade secrets, as may be necessary to further the purposes of this Agreement. All such Confidential know-how, copyrights and trade secrets disclosed hereunder shall remain the sole property of the party disclosing them and the receiving party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement. Without prejudice to the generality of the foregoing, the source and object code for the Software are regarded as included in the Confidential Information by HAVEX. Xxis Agreement shall not, however, prevent either party from marketing products in the future that are competitive with products marketed by the other party, provided no Confidential Information of the other party is made use of.
Confidentiality of Disclosures. 75 Section 14.08. Publicity.............................................................................. 75 Section 14.09. Consent to Jurisdiction................................................................ 75 Section 14.10.
Confidentiality of Disclosures. Any corporate information, records, documents, descriptions or other disclosures of whatsoever nature or kind, including all information relating to the Assets, made or disclosed by any of the parties to any of the other parties, or to any of their officers, directors, employees or legal or financial advisors ("Representatives"), or learned or discovered by such other party or by any Representative thereof in the course of the investigations pursuant to the consummation of the transactions contemplated by this Agreement (whether prior to or after the date of the execution of this Agreement) and not known by or available to the public at large, shall be received in confidence and none of the parties nor any such Representative shall disclose or make use of such information or authorize anyone else to disclose or make use thereof without the written consent of the other relevant parties hereto, except (a) as necessary to consummate the transactions contemplated hereby, (b) as necessary in consultation with lawyers, accountants and advisors, or (c) as compelled by judicial or administrative process or by other requirements of applicable law including any disclosure under federal securities laws; provided, however, that in the case of any disclosure contemplated pursuant to this clause (c), the party seeking to disclose such information shall give the other party or parties reasonable prior written notice thereof in order to afford such other party or parties reasonable opportunity to seek a protective order or other limitation under such disclosure.
