Confidentiality Other Covenants Sample Clauses

Confidentiality Other Covenants. The Parent and the Seller, on the one hand, and Enterprises and the Buyer, on the other hand, each agree that, unless acting with the prior written consent of the other (excluding necessary accounting disclosures and disclosures required by law), it will not at any time hereafter disclose or use, directly or indirectly, except for the purposes of the transactions hereunder, on behalf of itself or any other person or business entity, any confidential and propriety information or data or trade secrets concerning the business or activities of the other or the other's subsidiaries or affiliates, which is divulged or discovered during the negotiations which led to this Agreement or the pursuit or consummation of the transactions hereunder. Such data or information shall include, but not be limited to, customer lists, supplier lists, price lists, manufacturing and purchasing practices and techniques, wage scales and sales policies. Notwithstanding the foregoing, information or data concerning the Parent or the Seller, on the one hand, or Enterprises or the Buyer, on the other hand, shall not include information or data which: (a) at the time of disclosure is in the public domain or thereafter enters the public domain through no wrongful act or omission of the receiving party (or any of its affiliates), (b) is already known by the receiving party at the time of disclosure and such information is not otherwise subject to confidentiality obligations of the receiving party, or (c) is available to the receiving party at the time of disclosure from a third party who, to the receiving party's knowledge, may disclose such information without violation of any ZH-81341.3 75 confidentiality obligation. During the two (2) year period commencing on the date hereof, each of the Parent and the Seller further agrees that it will not directly or indirectly solicit for employment any Division Employee employed by the Buyer pursuant hereto. The obligations of the parties under this Section 17 shall survive the Closing Date.
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Confidentiality Other Covenants 
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Related to Confidentiality Other Covenants

  • 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.

  • Confidentiality Covenant You acknowledge that your employment by the Company (which, for purposes of this Section 9 shall mean Time Warner Inc. and its affiliates) will, throughout the term of employment, bring you into close contact with many confidential affairs of 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 is international in scope, that its products and services are marketed throughout the world, that the Company competes 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 from nearly any location in the world. In recognition of the foregoing, you covenant and agree:

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • Breach of Other Covenants Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of ten (10) Business Days;

  • Confidentiality Provisions (a) Each Management Stockholder acknowledges, represents, and agrees that: (i) the Company’s financial statements and any other Confidential Information (as defined below) that the Company may, in its sole discretion, furnish to the Stockholders contain confidential, proprietary, and material nonpublic information about the Company; (ii) it shall keep the Confidential Information and all information therein secret and confidential; (iii) it shall hold same in accordance with its customary procedures, if any, for handling confidential information on investments; (iv) it shall not disclose the Confidential Information or any information therein to anyone except (A) to its Affiliates (that do not compete with, or engage in any of the same businesses as, the Company), officers, directors, employees, agents or advisors, who are directly involved in the administration of its stockholding in the Company, all of whom must be advised of and agree to adhere to the terms of this Section 6, (B) as required by law, or (C) as requested or required by any provincial, state, federal, national or foreign authority or examiner regulating banks or banking or claiming to have the authority to regulate banks or banking; (v) it shall be responsible for any breach of the terms of this Section 6 committed to anyone to whom it disclosed the Confidential Information or any information therein; (vi) it shall not use the Confidential Information or any information therein for any purpose other than for appropriate purposes in connection with its stockholding in the Company; and (vii) in the event of any breach of the terms of this Section 6, the Company shall be entitled to specific performance and/or injunctive relief (without bond) as a remedy for any such breach, in addition to all other remedies available at law or in equity, and shall be entitled to reimbursement of all legal fees and litigation expenses incurred in enforcing the terms of this Section 6.

  • 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:

  • 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.

  • Further Covenants The Company hereby covenants and agrees that:

  • 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

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