COVENANT OF SECRECY Sample Clauses

COVENANT OF SECRECY. The Executive agrees that, except as required by his duties to the Company, he will not: A. disclose or use for himself or others Confidential Information during or after his employment with the Company, except as required by law (provided that the Executive shall first advise the Company of any proposed disclosure to afford the Company the opportunity to take any protective measures); or B. except as is necessary in the performance of his duties, take any documents or physical objects constituting or containing Confidential Information from facilities of the Company or its Affiliates, without first obtaining written authorization from the Company. The Executive agrees to return to the Company all documents or other physical objects constituting or containing Confidential Information and all reproductions thereof upon request, and in any event immediately upon termination by either party for any reason of his employment with the Company.
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COVENANT OF SECRECY. During the term of this AGREEMENT and thereafter, each party shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning the other party, furnished to it by the other party or its representatives pursuant to this AGREEMENT or otherwise in the possession of a party (“CONFIDENTIAL INFORMATION”), unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law (in which case each party shall promptly notify the other party so that the other party may seek a protective or other appropriate remedy); and a party shall not release or disclose such CONFIDENTIAL INFORMATION to any other person (including, but not limited to, its AFFILIATES), except its sublicensees, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 23. For purposes of this Section 23, CONFIDENTIAL INFORMATION does not include information that is demonstrably developed independently by a party or lawfully obtained from a THIRD PARTY without breach by any such THIRD PARTY of any confidentiality obligation to the other party or information which is public except as a result of wrongful disclosure by a party. Each party agrees that any breach of this Section 23 by a party, its AFFILIATES or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to the other party, that the other party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that the breaching party shall waive any requirement for the securing or posting of any bond in connection with any such remedy.
Sample 1
COVENANT OF SECRECY. The parties shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning the other parties furnished to it by the other parties or its representatives pursuant to this Agreement or otherwise in the possession of that party (“Confidential Information”), unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law (in which case the receiving party shall promptly notify the disclosing party so that the disclosing party may seek a protective or other appropriate remedy); and the receiving party shall not release or disclose such Confidential Information to any other person, except its sublicensees, contract manufacturers, packers, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 14. For purposes of this Section 14, Confidential Information does not include information that is demonstrably developed independently by the receiving party or lawfully obtained from a third party without breach by any such third party of any confidentiality obligation to the disclosing party or information which is public except as a result of wrongful disclosure by the receiving party. The receiving party agrees that any breach of this Section 14 by the receiving party or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to the disclosing party. The disclosing party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that the receiving party shall waive any requirement for the securing or posting of any bond in connection with any such remedy.
Sample 1
COVENANT OF SECRECY. During the term of this Agreement and thereafter, CMI shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning SCJ, including but not limited to LICENSED TECHNOLOGY, furnished to it by SCJ or its representatives pursuant to this Agreement or otherwise in the possession of CMI (“Confidential Information”), unless compelled to disclose such information by judicial or Table of Contents
Sample 1

Related to COVENANT OF SECRECY

  • Grant of Security As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

  • Impairment of Security, etc Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Release of Security (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 7 2.10(f). Clause (iii) of Section 7.2.10(f) of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 9 05. In respect of the 2018 Notes only, the provisions of Section 9.05 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”. Such provisions shall be deemed not to have been deleted in respect of the 2021 Notes.

  • Enforcement of Security On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

  • Amendment of Section 8 15(b). Section 8.15(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

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