Inapplicability of Restrictions. Section XV.B.3.
Inapplicability of Restrictions. The foregoing restrictions and obligations imposed upon the parties and their Representatives and Advisors will not apply to any portion of the Information as follows:
a. Such Information is legally in the possession of a party before the commencement of the negotiations contemplated by this Agreement and such party provides evidence of such possession.
b. Such Information is, at the time of disclosure or thereafter, published or becomes public knowledge or generally known within the trade without breach of this Agreement by either party.
c. Such Information is received from a third party, without, to the knowledge of the receiving party, breach of any obligation of disclosure.
d. Such Information is independently developed in good faith as supported by written evidence.
e. Such Information is required to be disclosed pursuant to a governmental or court order or by law. In the event a party hereto becomes aware of the possibility of such order, it shall promptly advise the other parties of such possibility and shall cooperate in good faith with the others in efforts to prevent such order from becoming final and unappealable.
Inapplicability of Restrictions. There shall be no restrictions under this Agree- ment with respect to any portion of the Confidential Information which:
(a) is known to Receiving Party or its Affiliates at the time of its disclosure without breach of this Agreement.
(b) is or becomes publicly known through no wrongful act of Receiving Party or its Affiliates.
(d) is independently developed by Receiving Party without breach of the re- strictions contained in this Agreement.
(e) is furnished to any third party by Disclosing Party without a similar re- striction on the third party’s rights.
(f) is approved for release by Disclosing Party.
(g) is requested or required to be disclosed by court order, government agency action or other legal process. In such event, Receiving Party shall, to the extent permissi- ble under applicable law, notify Disclosing Party of any such request in sufficient time to enable Disclosing Party to contest or prevent such disclosure or seek entry of a an appro- priate protective order. Receiving Party shall cooperate with the Disclosing Party, at Dis- closing Party’s expense, in seeking to protect the Confidential Information.
Inapplicability of Restrictions. There shall be no restrictions under this Agreement with respect to any portion of the Proprietary or Confidential Information which:
(A) is known to you at the time of its disclosure;
(B) is or becomes publicly known through no wrongful act of yours without breach of the restrictions contained in this Agreement;
(C) is received from a third party without breach of the restrictions contained in this Agreement;
(D) is independently developed by you without breach of the restrictions contained in this Agreement;
(E) is furnished to any third party by HFD without a similar restriction on your rights;
(F) is approved for release, in writing, by HFD; or
(G) is required by court order or governmental agency to be disclosed; provided that HFD is informed of the court order and is given a reasonable opportunity to prevent disclosure of or have the Proprietary or Confidential Information maintained as confidential under protective order.
Inapplicability of Restrictions shall not apply to the ownership by Second Party of less than a five percent (5%) beneficial interest in the outstanding equity securities of any publicly-held corporation.
Inapplicability of Restrictions. There shall be no restriction under this Agreement with respect to any portion of the Confidential Information which:
(a) is known to the recipient party or any affiliated company of the recipient party at the time of its disclosure to the recipient party;
(b) is or becomes publicly known through no wrongful act of the recipient party or of any affiliated company of the recipient party;
(c) is received from a third party without breach of the restrictions contained in this Agreement;
(d) is independently developed by the recipient party or any affiliated company of the recipient party;
(e) is furnished to any third party by the disclosing party without a similar restriction on the recipient party's rights;
(f) is approved for release by the disclosing party; or
(g) is required by court order or governmental agency to be disclosed.
Inapplicability of Restrictions. In the event that this Agreement is terminated due to a material breach by Company of its obligations or in the event of a termination of Executive without Cause, the restrictions contained in Section 8 shall not be applicable to Executive.
Inapplicability of Restrictions. In the event that Leglxx'x Xxxagement is terminated due to a material breach by Company of its obligations or in the event of a termination of Leglxx'x Xxxagement, without cause, the restrictions contained in Section 6 shall not be applicable to Leglxx.
Inapplicability of Restrictions. There shall be no restriction under this Agreement with respect to any portion of the Confidential Information which:
Inapplicability of Restrictions. C and 16.3 shall not apply to the ownership by the Franchisee of less than a five percent (5%) beneficial interest in the outstanding equity securities of any publicly held corporation.
