Confidentiality of Program Information Sample Clauses

Confidentiality of Program Information. (a) Program -------------------------------------- ------- Information. Each party hereto (other than DBNY) acknowledges that DBNY regards ----------- the structure of the transactions contemplated by this Agreement, and by the Liquidity Agreement, the Enhancement Agreement and the other Program Documents referred to therein, to be proprietary, and each such party severally agrees that: (i) unless DBNY shall otherwise agree in writing, and except as provided in subsection (b), such party will not disclose to any -------------- other person or entity: (A) any information regarding, or copies of, this Agreement or any transaction contemplated hereby, (B) any information regarding, or copies of, the Liquidity Agreement, the Enhancement Agreement, any of the other Program Documents referred to therein, or any transaction contemplated thereby, (C) any information regarding the organization or business of the Transferee generally, or (D) any information regarding Deutsche Bank which is designated by DBNY to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (A), (B), (C) and (D) above, whether ----------- --- --- --- furnished by the Transferee, DBNY, any Liquidity Bank, the Enhancement Bank, any assignee of or participant in any rights or obligations of the Transferee, any Liquidity Bank or the Enhancement Bank, or any attorney for or other representative of any of the foregoing (each a "Program Information Provider"), ---------------------------- is collectively referred to as the "Program Information"; provided, however, ------------------- -------- ------- "Program Information" shall not include any information which is or becomes -------------------- generally available to the general public or to such party on a nonconfidential basis from a source other than DBNY or any other Program Information Provider, or which was known to such party on a nonconfidential basis prior to its disclosure by DBNY or any other Program Information Provider); (ii) such party will make the Program Information available to only such of its officers, directors, employees and agents who (A) in the good faith belief of such party, have a need to know such Program Information, (B) are informed by such party of the confidential nature of the Program Information and the terms of this Section 14.08, and ------------- (C) are subject to confidentiality restrictions consistent with this Section 14.08...
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Confidentiality of Program Information. 61 SECTION 14.09. Captions and Cross References............. 62 SECTION 14.10. Integration............................... 63 SECTION 14.11. Governing Law............................. 63 SECTION 14.12. Waiver Of Jury Trial...................... 63 SECTION 14.13. Consent To Jurisdiction; Waiver Of Immunities 63 SECTION 14.14. Execution in Counterparts................. 64 SECTION 14.15. No Recourse Against Other Parties......... 64 SECTION 14.16. Covenant to Cooperate..................... 64 SECTION 14.17.
Confidentiality of Program Information. 55 SECTION 14.9 CAPTIONS AND CROSS REFERENCES....................................................57 SECTION 14.10 INTEGRATION.....................................................................57 SECTION 14.11 GOVERNING LAW...................................................................57 SECTION 14.12
Confidentiality of Program Information. (a) CONFIDENTIAL INFORMATION Each party hereto acknowledges that Blue Ridge and the Agent regard the structure of the transactions contemplated by this Agreement to be proprietary, and each such party agrees that: (i) it will not disclose without the prior consent of Blue Ridge or the Agent (other than to the directors, employees, auditors, counsel or affiliates (collectively, "REPRESENTATIVES") of such party, each of whom shall be informed by such party of the confidential nature of the Program Information (as defined below) and of the terms of this SECTION 14.8): (A) any information regarding the pricing in, or copies of, the Liquidity Agreement or the Fee Letter, or (B) any information which is furnished by Blue Ridge or the Agent to such party and which is designated by Blue Ridge or the Agent to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in CLAUSES (A) and (B) is collectively referred to as the "PROGRAM INFORMATION"); PROVIDED, HOWEVER, that such party may disclose any such Program Information (I) as may be required by any municipal, state, federal or other regulatory body having or claiming to have jurisdiction over such party, including, without limitation, the SEC, (II) in order to comply with any law, order, regulation, regulatory request or ruling applicable to such party, (III) subject to SUBSECTION (c) below, in the event such party is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any such Program Information, or (IV) in financial statements as required by GAAP; (ii) it will use the Program Information solely for the purposes of evaluating, administering and enforcing the transactions contemplated by the Transaction Documents and making any necessary business judgments with respect thereto; and (iii) it will, upon demand, return (and cause each of its representatives to return) to the Agent, all documents or other written material received from Blue Ridge or the Agent in connection with (a)(i) (b) or (c) above and all copies thereof made by such party which contain the Program Information.
Confidentiality of Program Information 

Related to Confidentiality of Program Information

  • Confidentiality of Information 8.1. By accessing this EHSAN AUCTIONEERS SDN. BHD. website, the E-Bidders acknowledge and agree that EHSAN AUCTIONEERS SDN. BHD. website may collect, retain, or disclose the E-Bidder’s information or any information by the e-bidders for the effectiveness of services, and the collected, retained or disclosed information shall comply with Personal Data Protection Act 2010 and any regulations, laws or rules applicable from time to time. 8.2. E-Bidders agree to accept all associated risks when using the service in the EHSAN AUCTIONEERS SDN. BHD. website shall not make any claim for any unauthorized access or any consequential loss or damages suffered. 8.3. E-Bidders shall be responsible for the confidentiality and use of password and not to reveal the password to anyone at any time and under any circumstances, whether intentionally or unintentionally. 8.4. E-Bidders agree to comply with all the security measures related to safety of the password or generally in respect of the use of the service. 8.5. E-Bidders accept the responsibility that in any event that the password is in the possession of any other person whether intentionally or unintentionally, the E-Bidders shall take precautionary steps for the disclosure, discovery, or the Bidders shall immediately notify EHSAN AUCTIONEERS SDN. BHD.

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

  • Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it.

  • Confidentiality of Listing Information Verizon shall accord CBB Listing Information the same level of confidentiality that Verizon accords its own listing information, and shall use such Listing Information solely for the purpose of providing directory-related services; provided, however, that should Verizon elect to do so, it may use or license CBB Listing Information for directory publishing, direct marketing, or any other purpose for which Verizon uses or licenses its own listing information, so long as CBB Customers are not separately identified as such; and provided further that CBB may identify those of its Customers who request that their names not be sold for direct marketing purposes and Verizon shall honor such requests to the same extent that it does for its own Customers. Verizon shall not be obligated to compensate CBB for Verizon's use or licensing of CBB Listing Information.

  • CONFIDENTIALITY OF DATA 23.1 All financial, statistical, personal, technical, or other data and information relative to the Department’s operations, which is designated confidential by the Department and made available to the Construction Manager in order to carry out this Preconstruction Services Contract, shall be protected by the Construction Manager from unauthorized use and disclosure. 23.2 Permission to disclose information on one occasion or public hearing held by the Department relating to this Preconstruction Services Contract shall not authorize the Construction Manager to further disclose such information or disseminate the same on any other occasion. 23.3 The Construction Manager shall not comment publicly to the press or any other media regarding this Preconstruction Services Contract or the Department’s actions on the same, except to the Department’s staff, Construction Manager’s own personnel involved in the performance of this Preconstruction Services Contract, at public hearings, or in response to questions from a Legislative committee. 23.4 The Construction Manager shall not issue any news release or public relations item of any nature whatsoever regarding work performed or to be performed under this Preconstruction Services Contract without prior review of the contents thereof by the Department and receipt of the Department’s written permission. 23.5 All information related to the construction estimate is confidential and shall not be disclosed by the Construction Manager to any entity, other than the Department. 23.6 Subject to the California Records Act (California Government Code §§ 6250 et seq.), the Department has taken measures to protect the confidentiality of the negotiations related to the construction estimate. Every person involved in the process shall sign a confidentiality and nondisclosure agreement. However, under no circumstances will the Department be responsible or liable to the Construction Manager or any other party as a result of disclosing any materials, whether the disclosure is deemed required by law, by an order of court, or occurs through inadvertence, mistake, or negligence on the part of Department or its respective officers, employees, contractors, or consultants. 23.7 In the event Department is requested to disclose any of the materials identified by the Construction Manager as confidential, Department will promptly notify the Construction Manager so that Proposer may seek a protective order or other appropriate remedy. If the Construction Manager wishes to protect the materials from disclosure, the Construction Manager shall seek court protection immediately on an emergency basis. In the event that such protective order or other remedy is not sought by the Construction Manager within seven (7) days after the Construction Manager receives notice from Department, Department will be free to release the requested information. Department will consider the Construction Manager to have waived any claim of confidentiality and exemption from public disclosure for any materials not identified as confidential. Construction Managers are advised to consult with their legal counsel regarding the scope and provisions of the Public Records Act.

  • Confidentiality of Protected Data (a) Vendor acknowledges that the Protected Data it receives pursuant to the Master Agreement originates from the District and that this Protected Data belongs to and is owned by the District. (b) Vendor will maintain the confidentiality of the Protected Data it receives in accordance with federal and state law (including but not limited to Section 2-d) and the District’s policy on data security and privacy. The District will provide Vendor with a copy of its policy on data security and privacy upon request.

  • Confidentiality of processing MailChimp shall ensure that any person who is authorized by MailChimp to process Customer Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

  • Access, Information and Confidentiality (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

  • CONFIDENTIALITY/SAFEGUARDING OF INFORMATION The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or information that may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of the AGENCY, or as may be required by law.

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