Common use of Information Concerning the Parties Clause in Contracts

Information Concerning the Parties. Regardless of whether the transactions hereunder are consummated, (i) TransWestern and its Affiliates shall keep confidential all information regarding Seller's telephone directory business which is or has been furnished to TransWestern or its directors, officers, employees, representatives, advisors or Affiliates by or on behalf of Seller and (ii) Seller and Shareholder shall keep confidential all information regarding TransWestern's business which is or has been furnished to Seller or Shareholder, or any of their shareholders, partners, directors, officers, employees, representatives, advisers or Affiliates by or on behalf of TransWestern. In the event the transactions contemplated by this Agreement are not consummated, the Parties shall return (or certify the destruction of) all materials in their possession containing confidential information belonging to another Party and shall not use any such information for any purpose whatsoever. The foregoing notwithstanding, none of the provisions in this Section 7.2(a) shall apply to any information which (x) is already in a Party's possession (provided that such information is not subject to another confidentiality agreement with or other legal or fiduciary obligation of secrecy to the Party to which the information relates (such agreements and obligations being referred to as "Confidentiality Obligations")); (y) becomes generally available to the public other than as a result of any breach of this Section 7.2(a) or a Confidentiality Obligation; or (z) becomes available to a Party on a non-confidential basis from a source other than the Party to which the information relates (provided that such source is not bound by a Confidentiality Obligation with, or other legal or fiduciary obligation of, secrecy to the Party to which the information relates).

Appears in 1 contract

Samples: Asset Purchase Agreement (Transwestern Publishing Co LLC)

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Information Concerning the Parties. Regardless of whether the transactions hereunder are consummated, (i) TransWestern and its Affiliates shall keep confidential all information regarding Seller's telephone directory business which is or has been furnished to TransWestern or its directors, officers, employees, representatives, advisors or Affiliates by or on behalf of Seller and (ii) Seller and Shareholder shall keep confidential all information regarding TransWestern's business which is or has been furnished to Seller or ShareholderSeller, or any of their shareholders, its partners, directors, officers, employees, representatives, advisers or Affiliates by or on behalf of TransWestern. In the event the transactions contemplated by this Agreement are not consummated, the Parties shall return (or certify the destruction of) all materials in their possession containing confidential information belonging to another Party and shall not use any such information for any purpose whatsoever. The foregoing notwithstanding, none of the provisions in this Section 7.2(a) shall apply to any information which (x) is already in a Party's possession (provided that such information is not subject to another confidentiality agreement with or other legal or fiduciary obligation of secrecy to the Party to which the information relates (such agreements and obligations being referred to as "Confidentiality Obligations")); (y) becomes generally available to the public other than as a result of any breach of this Section 7.2(a) or a Confidentiality Obligation; or (z) becomes available to a Party on a non-confidential basis from a source other than the Party to which the information relates (provided that such source is not bound by a Confidentiality Obligation with, or other legal or fiduciary obligation of, secrecy to the Party to which the information relates).

Appears in 1 contract

Samples: Asset Purchase Agreement (TWP Capital Corp)

Information Concerning the Parties. Regardless of whether the transactions hereunder are consummatedExcept as otherwise contemplated herein, (i) TransWestern Purchaser and its Affiliates affiliates shall keep confidential all information regarding Seller's telephone directory business Seller and the Division which is or has been furnished to TransWestern Purchaser or its directors, officers, employees, representatives, advisors or Affiliates affiliates by or on behalf of Seller Seller, and (ii) Seller and Shareholder its affiliates shall keep confidential all information regarding TransWesternPurchaser's or Ameritech's business which is or has been furnished to Seller or Shareholder, or any of their shareholders, partners, its directors, officers, employees, representatives, advisers advisors or Affiliates affiliates by or on behalf of TransWesternPurchaser or Ameritech. In the event the transactions contemplated by this Agreement are not consummated, the Parties parties shall return (or certify the destruction of) all materials in their possession containing confidential information belonging to another Party party and shall not use any such information for any purpose whatsoever. The foregoing notwithstandingnot withstanding, none of the provisions in this Section 7.2(a4.4(c) shall apply to any information which (w) is already publicly available; (x) is already in a Partyparty's possession (provided that such information is not subject to another confidentiality agreement with or other legal or fiduciary obligation of secrecy to the Party party to which the information relates (such agreements and obligations being referred to as "Confidentiality Obligations")); (y) becomes generally available to the public other than as a result of any breach of this Section 7.2(a4.4(c) or a Confidentiality Obligation; or (z) becomes available to a Party party on a non-non- confidential basis from a source other than the Party party to which the information relates (provided that such source is not bound by a Confidentiality Obligation with, confidentiality agreement with or other legal or fiduciary obligation of, of secrecy to the Party party to which the information relates).

Appears in 1 contract

Samples: Asset Purchase Agreement (Rollins Inc)

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Information Concerning the Parties. Regardless of whether the transactions hereunder are consummated, (i) TransWestern and its Affiliates shall keep confidential all information regarding Seller's Sellers' telephone directory business which is or has been furnished to TransWestern or its directors, officers, employees, representatives, advisors or Affiliates by or on behalf of Seller Sellers and (ii) Seller and Shareholder Sellers shall keep confidential all information regarding TransWestern's business which is or has been furnished to Seller or ShareholderSellers, or any of their shareholders, partners, directors, officers, employees, representatives, advisers or Affiliates by or on behalf of TransWestern. In the event the transactions contemplated by this Agreement are not consummated, the Parties shall return (or certify the destruction of) all materials in their possession containing confidential information belonging to another Party and shall not use any such information for any purpose whatsoever. The foregoing notwithstanding, none of the provisions in this Section 7.2(a) shall apply to any information which (x) is already in a Party's possession (provided that such information is not subject to another confidentiality agreement with or other legal or fiduciary obligation of secrecy to the Party to which the information relates (such agreements and obligations being referred to as "Confidentiality Obligations")); (y) becomes generally available to the public other than as a result of any breach of this Section 7.2(a) or a Confidentiality Obligation; or (z) becomes available to a Party on a non-confidential basis from a source other than the Party to which the information relates (provided that such source is not bound by a Confidentiality Obligation with, or other legal or fiduciary obligation of, secrecy to the Party to which the information relates).

Appears in 1 contract

Samples: Asset Purchase Agreement (Transwestern Publishing Co LLC)

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