Confidentiality; Privilege. (a) From and after the Distribution Date until two (2) years following the date of termination of this Agreement, Indemnitor Group shall, and shall cause its Affiliates that are members of the Homes Group and Representatives to, keep confidential any and all non-public information provided pursuant to Section 2.2 and Section 3.3(a); provided, however, that Indemnitor shall not be liable hereunder with respect to any disclosure to the extent such disclosure is determined by Indemnitor (with the advice of counsel) to be required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that Indemnitor or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, Indemnitor shall, (i) to the extent permissible by such applicable Law or Order, provide Indemnitee with prompt written notice of such requirement, (ii) disclose only that information that Indemnitor determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (iii) use reasonable efforts to preserve the confidentiality of such non-public information, including by, at the request of Indemnitee, reasonably cooperating with Indemnitee to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Distribution Date other than as a result of a disclosure by Indemnitor or any of its Affiliates or Representatives in breach of this Section 2.15 or (B) becomes available to Indemnitor or any of its Affiliates or Representatives after the Distribution Date from a source other than Indemnitee or its Affiliates or Representatives if the source of such information is not known by Indemnitor or its Affiliates or Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Indemnitee or its Affiliates with respect to such information. Notwithstanding anything to the contrary in this Agreement, any member of Indemnitor Group may share such non-public information with its Affiliates and Representatives, provided that: (i) such Representatives or Affiliate (where such Affiliate is not a member of Indemnitor Group) shall enter into a confidentiality agreement with s...
Confidentiality; Privilege. Notwithstanding any obligation to provide information or allow Administrative Agent, the Lenders or any third party to access the books and records of Holdings or its Subsidiaries or otherwise set forth in this Agreement, neither Holdings nor any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law and/or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.
Confidentiality; Privilege. Notwithstanding any obligation to provide information or allow Administrative Agent, the Lenders or any third party to access the books and records of the Borrower or its subsidiaries or otherwise set forth in this Agreement, neither the Borrower nor any of its subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations not entered into for the purpose of circumventing any disclosure requirement in the Loan Documents, fiduciary duty or Law and/or (c) that is subject to attorney client or similar privilege or constitutes attorney work product; provided, that if the Borrower or its Subsidiaries withhold any such information in reliance of this Section 1.05, the Borrower or its Subsidiaries will, to the extent such notice is not otherwise restricted by the provisions of this Section 1.05, promptly notify the Administrative Agent of the reason why such information is being withheld.
Confidentiality; Privilege. Notwithstanding any obligation to provide information under any Note Document or allow the Purchaser Representative, the Purchasers or any third party to access or inspect the books and records of the Issuer or its subsidiaries or otherwise as set forth in this Agreement, neither the Issuer nor any of its subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes a non-financial trade secret or non-financial proprietary information, (b) in respect of which disclosure to the Purchaser Representative or any Purchaser (or any of their respective representatives, agents or contractors) would result in a breach of any confidentiality obligation, fiduciary duty or Requirement of Law and/or (c) that is subject to attorney client or similar privilege or constitutes attorney work product (provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 1.16); provided, that in the event that such information has not been provided in reliance on clause (b) and/or (c) above, notice that information is being withheld must be provided to the Purchaser Representative.
Confidentiality; Privilege. Notwithstanding any obligation to provide information under any Loan Document or allow the Administrative Agent, the Lenders or any third party to access or inspect the books and records of Holdings or its subsidiaries or otherwise as set forth in this Agreement, neither Holdings nor any of its subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes a non-financial trade secret or non-financial proprietary information, (b) in respect of which disclosure to Administrative Agent or any Lender (or any of their respective representatives, agents or contractors) would result in a breach of any confidentiality obligation, fiduciary duty or Requirement of Law and/or (c) that is subject to attorney client or similar privilege or constitutes attorney work product (provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 1.16); provided, that in the event that such information has not been provided in reliance on clause (b) and/or (c) above, notice that information is being withheld must be provided to the Administrative Agent.
Confidentiality; Privilege. Notwithstanding the foregoing, the ACRA 2 Investment Entities are not required to provide any information or documents pursuant to this Section 3.6 if doing so would violate any confidentiality obligation or would waive or diminish any attorney work-product protections, attorney-client privileges or similar protections.
Confidentiality; Privilege. Each Party shall keep confidential all aspects of this Agreement, and shall not appropriate for its own use, reveal or disclose to anyone except as necessary to fulfill a Party’s obligations hereunder or as explicitly may be permitted hereunder, any confidential information of the other (as a “Disclosing Party”) which may have become known to it prior to this Agreement at any time, including prior to entering into the Merger Agreement (a “Receiving Party”). Each Party agrees to take the necessary steps to protect and maintain the confidentiality of such confidential and proprietary information of the other. Confidential or Proprietary Information shall mean any information maintained as confidential by the other which is not publicly known and not lawfully available without restriction from a third Party. The foregoing restrictions will not apply to any such Confidential Information that is (i) required to be disclosed by court order or decree or in compliance with applicable law; (ii) in the public domain other than a breach hereof by the receiving Party, (iii) known to the Receiving Party prior to its receipt from the Disclosing Party hereunder and is not subject to a confidentiality obligation, (iv) independently developed by the Receiving Party, or (v) received by the Receiving Party from a third Party and not subject to a confidentiality obligation. Each Party acknowledges that the Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing its Confidential Information, regardless of whether such claims have or are entitled to be asserted. These confidentiality obligations shall be supplemental to, and shall not limit, any other promises of confidentiality which may exist among the Parties hereto.
Confidentiality; Privilege. 12 The Parties, their advisors, all persons attending the mediation (to include non-parties) and the Mediator (and any co-mediator), agree that any written summaries of the Parties' cases, all documents made available to the Mediator or by the Mediator or exchanged by the Parties, any statements whether oral or written made in the course of the mediation by the parties or the mediator and any concessions or admissions of law or fact, shall be entirely and completely confidential in accordance with section 10 of the Act and shall be privileged accordingly, provided that the foregoing shall not prohibit the discovery, inspection or production of documents which, had the mediation not taken place, would otherwise be subject to discovery, inspection or production.
Confidentiality; Privilege. 4.1. During discussions leading up to the execution of the Agreement, and during the course of performance of the Agreement, it is expected that each Party hereto (“Receiving Party”) will learn confidential and proprietary information and/or trade secrets (“ Confidential Information”) of the other party ("Disclosing Party"). Confidential Information includes, by way of example, all technical, marketing, financial, and clinical information, and all information concerning operations and plans, patient information, operational information, pricing and purchasing policies, marketing plans or materials, scientific information, clinical development data, formulations, methods and processes, specifications, know-how and any other intellectual property, and information of the Disclosing Party that the Receiving Party knows or reasonably should know are to be treated as confidential, as well as all materials that are marked by Disclosing Party as confidential or proprietary. In addition, “Confidential Information” may include material, non-public information concerning Saint Luke’s or its affiliates. Except as authorized by Disclosing Party in writing, Receiving Party will not, directly or indirectly, (a) use any Confidential Information for any purpose that is not directly related to the performance of its obligations under the Agreement or (b) publis h or disclose any Confidential Information to any third party. Receiving Party shall maintain the Confidential Information in a secure manner that is at least as protective as that which Receiving Party uses with respect to its own confidential and proprietary information, but in no event shall Receiving Party provide Confidential Information less than reasonable protection. Receiving Party will take such action as necessary, including agreements with or instructions to its employees and agents, to enable it to perform its obligations with respect to Confidential Information. Receiving Party's obligations with respect to Confidential Information shall cease to apply with respect to Confidential Information that: (i) is or becomes part of the public domain o ther than by breach of the Agreement by Receiving Party; (ii) is developed by Receiving Party independent of any Confidential Information; (iii) is rightly received by Receiving Party from a third party who is not under an obligation of confidentiality with respect to such information; (iv) must be disclosed by law; or (v) is required to be disclosed under court o...
Confidentiality; Privilege. The parties acknowledge and agree that the mediation is a settlement negotiation and that offers, promises, conduct, and statements, whether written or oral, made in the course of the mediation are confidential and, to the extent provided by law, inadmissible in any litigation or arbitration of the subject matter of the mediation. All mediation communications and documents are privileged. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The Mediator shall hold confidential all information a party or participant discloses to the Mediator in connection with the mediation and shall not disclose such information to any other party or person except to the extent the disclosing party or participant authorizes the disclosure. The Mediator and each party will instruct those acting on his, her, or its behalf to protect the confidentiality of mediation communications and documents and to take appropriate steps to assure that such confidentiality is not breached.
