Exclusivity; Confidentiality. Each Company Shareholder shall be bound by and comply with Sections 8.03(a) (Exclusivity) and 8.05(b) (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) such Company Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company” contained in Section 8.03(a) of the Merger Agreement (other than Section 8.03(a)(i) or for purposes of the definition of Alternative Transaction Proposal) and “Affiliates” contained in Section 8.05(b) of the Merger Agreement also referred to such Company Shareholder.
Exclusivity; Confidentiality. 4.1 AD shall provide the above described Services exclusively to PRWW and shall not provide similar services to any other person or entity relating to recruitment for clinical trials.
4.2 AD shall not design or provide any program that is in any way substantially similar or related to the program provided to PRWW for or in conjunction with any other person or entity relating to recruitment for clinical trials without the express written permission of PRWW.
4.3 All materials, documents, and other information shared with PRYM by AD during the course of this Agreement shall be deemed to be, between AD and PRWW, confidential information ("Information") and AD shall share same only with those persons performing hereunder who have a need-to-know same in order to perform the Services. Upon termination of this Agreement, all Information provided to PRWW by AD hereunder shall continue to be the exclusive property of PRWW. AD shall be liable for any unauthorized use or disclosure of the Information by AD's employees which could have reasonably been prevented by AD.
4.4 AD represents, warrants, covenants and agrees that it shall maintain reasonable safeguards against the destruction, loss or alteration of information and data under its control and required to be provided to PRWW hereunder.
4.5 AD shall not, without the prior written approval of PRWW, publicly disclose in any press release, filing, brochure or document any information pertaining to this Agreement (it being understood that AD may disclose this Agreement to potential investors).
4.6 Nothing herein confers or shall confer upon PRWW any right, title or interest in any goodwill, trademark, trade name, brand name, knowledge or credibility of AD. PRWW acknowledges that all such interests are the exclusive property of AD. PRWW shall not assert any claim of ownership or right to the same.
4.7 Nothing herein confers or shall confer upon AD, any right, title or interest in any goodwill, trademark, trade name, brand name, knowledge or credibility of PRWW. AD acknowledges that all such interests are the exclusive property of PRWW. AD shall not assert any claim of ownership or right to same.
Exclusivity; Confidentiality. Prior to any valid termination of the Merger Agreement, (i) each Company Shareholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Transactions on the terms and subject to the conditions set forth in the Merger Agreement, and (ii) each Company Shareholder shall be bound by and comply with Sections 8.05 (Confidentiality; Publicity) and 8.03(a) (Exclusivity) of the Merger Agreement (and any relevant definitions contained in any such sections) as if such person were a signatory to the Merger Agreement with respect to such provisions and each reference to the “Company” contained in Section 8.03(a) of the Merger Agreement (other than Section 8.03(a)(i) or for purposes of the definition of Alternative Transaction Proposal) also referred to such Company Shareholder.
Exclusivity; Confidentiality. All statements made and documents provided or exchanged in connection with the dispute resolution process set forth in Paragraph 6(a) above shall not be disclosed unless such information is (a) generally available to the public (other than by disclosure in violation of this Agreement or any other agreement to which such person is a party); (b) available to such party on a non-confidential basis from a source that is not prohibited from disclosing such information to such party; or (c) after notice and an opportunity to contest, such party is required to disclose under applicable law or under subpoena or other process of laws.
Exclusivity; Confidentiality. From the date of this Agreement through the Closing Date (unless this Agreement is sooner terminated in accordance with Section 12.2 above), Seller shall not, either directly or indirectly, offer the Business or the Assets to, or carry on negotiations with respect to the sale of the Business or Assets with, any party other than Purchaser. Seller agrees to notify the parties who have expressed interest in acquiring the Business or the Assets that Seller has entered into negotiations for the sale of the Business and the Assets and, as such, any offers from such parties are thereby rejected. Such notification shall not reveal Purchaser’s identity. Except to the extent required by applicable law or as necessary to fulfill their duties and obligations hereunder or to otherwise consummate the transactions contemplated herein, neither Seller nor Purchaser shall disclose the existence of or any of the terms of this Agreement to any other person or entity.
Exclusivity; Confidentiality. Sponsor shall be bound by and comply with Sections 4.05 (Exclusive Dealing) and 4.03 (Company Confidentiality) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) Sponsor was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company” contained in Section 4.05 of the Merger Agreement (other than for purposes of the definition of Company Acquisition Transaction) and “Affiliates” contained in Article X of the Merger Agreement also refers to Sponsor.
Exclusivity; Confidentiality. Each Parent Shareholder shall be bound by and comply with Sections 5.04 (Exclusive Dealing) and 5.03 (Parent Confidentiality) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) Parent Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Parent” contained in Section 5.04 of the Merger Agreement (other than for purposes of the definition of Alternative Transaction) and “Affiliates” contained in Article X of the Merger Agreement also referred to Parent Shareholder.
Exclusivity; Confidentiality. (a) The provisions of Section 2 entitled “Exclusivity” contained in the letter agreement dated February 10, 2005 by and among Buyer, the Company, Shareholders’ Agent(s) and the Shareholders shall continue in full force and effect as provided in subparagraph (c) of such Section 2.
(b) The provisions of the Navios Confidentiality Agreement and the ISE Confidentiality Agreement shall continue in full force and effect until the Closing.
Exclusivity; Confidentiality. As long as Purchaser shall not be in ---------------------------- default under the terms of this Agreement, and except with respect to any Tower that Purchaser does not purchase as allowed under this Agreement, ILPCS shall not discuss or otherwise disclose the terms or conditions of this Agreement with any third party person or entity; nor solicit, initiate or in any way consider any submissions of any proposals from potential purchasers of or investors in any Tower or proposed Tower sites as identified on Exhibit 1, as that Schedule may be amended; nor furnish to potential purchasers --------- or investors any information with respect to Purchaser or its operations. Furthermore, all the parties hereto and their respective agents and representatives shall not use for their personal benefit and shall not disclose, directly or indirectly, any confidential or proprietary information of another party hereto. The parties acknowledge that all of the information that either of them shall receive from the other shall be deemed and treated as confidential information except, and only to the extent, that any such information is otherwise publicly available without a breach of this provision, and provided further that either party shall be permitted to disclose such confidential information to the limited extent that it may be obligated to do so by applicable law or under order of a court of competent jurisdiction or other similar requirement of a governmental agency, so long as the party required to disclose the information provides the other party with reasonable prior written notice of any required disclosure pursuant to such law, order or requirement and the information to be disclosed is redacted to the fullest extent allowed thereby.
Exclusivity; Confidentiality. The provider must treat all 'information' as confidential when an order is transmitted. The supplier shall grant total exclusivity if a prototype, development type, first sample or serial order from Datwyler exists, and/or if the development for a new product is being undertaken. Both parties shall not disclose this agreement, technical information, and any information acquired in the process of making this agreement to others without prior written agreement of the other party. Confidential information shall not be disclosed by the provider nor by Datwyler.
