Nondisclosure of Proprietary Data. The Parties shall hold in a fiduciary capacity for the benefit of each other all secret or confidential information, knowledge or data relating to each other or any of their affiliated companies, and their respective businesses, which shall not be or become public knowledge. Neither Party, without the prior written consent of the other, or as may otherwise be required by law or legal process, shall communicate or divulge either before or after the Closing Date any such information, knowledge or data to anyone other than the other Party and those designated by the other Party in writing, or except as required by applicable law.
Nondisclosure of Proprietary Data. After the Closing, neither Seller nor any of its representatives shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Intangible Property or other proprietary data (including, but not limited to, any customer list, record or financial information) concerning the business or policies of Company that Seller or any representative of Seller may have learned as a shareholder, employee, officer or director of Company. In addition, neither Seller nor any of its representatives shall make use of, divulge or otherwise disclose, directly or indirectly, to persons other than Buyer, any confidential information concerning the business or policies of Company and which may have been learned in any such capacity.
Nondisclosure of Proprietary Data. After the Closing, Seller shall not, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any trade secret or other proprietary data (including, but not limited to, any customer list, record or financial information constituting a trade secret) concerning the business or policies of Company that Seller learned as a shareholder, employee, officer or director of Company. Such restriction shall not apply to any trade secret or proprietary data that becomes available to the public through no act or omission of Seller or which Seller is required to disclose by Law or legal process.
Nondisclosure of Proprietary Data. Subject to applicable law, neither Seller nor its controlled Affiliates shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any trade secret or other similar proprietary data (including, but not limited to, any customer list, record or financial information) concerning the Business or policies of Company and the Subsidiaries. Seller shall further protect such information by applying the same standards and procedures of confidentiality which it applies generally to its own trade secret or other similar proprietary data.
Nondisclosure of Proprietary Data. The Parties have entered into a Mutual Confidentiality Agreement of even date herewith, which applies to the subject matter of the Transactions.
Nondisclosure of Proprietary Data. Seller shall hold in a fiduciary --------------------------------- capacity for the benefit of Buyer all secret or confidential information, knowledge or data relating to Buyer or any of its affiliated companies, and their respective businesses, which shall not be or become public knowledge. Seller shall not, without the prior written consent of Buyer, or as may otherwise be required by law or legal process or in order to defend itself in legal proceedings, communicate or divulge either before or after the Closing Date any such information, knowledge or data to anyone other than Buyer and those designated by Buyer in writing.
Nondisclosure of Proprietary Data. After the Closing, none of the Sellers nor any of their Affiliates or representatives shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Intangible Personal Property or other proprietary data (including, but not limited to, any Customer List, Contract, record or financial information) concerning the Sellers, the Business or the Assets that any Seller or any Affiliate, Associate or representative of any Seller may have learned as a shareholder, employee, officer, director or representative of any of the Sellers. In addition, none of the Sellers nor any of their Affiliates or representatives shall make use of, divulge or otherwise disclose, directly or indirectly, to Persons other than Purchaser, any confidential information concerning the Sellers or the Business and which may have been learned in any such capacity. The provisions of this Section 5.18 shall be in addition to, and not in lieu of, the terms and provisions of Section 12.1.
Nondisclosure of Proprietary Data. (a) After the Closing, except as required by applicable Law or as otherwise permitted under this Agreement and upon reasonable advance notice to Buyer, neither Seller nor any of its representatives, agents or Affiliates shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Business Proprietary Information, unless such Business Proprietary Information: (i) is or becomes generally available and known to the public; (ii) is rightfully received by Seller or any of their representatives, agents or Affiliates from any Person without restriction on use or disclosure and without breach of any obligation to Buyer; (iii) is independently developed by or for Seller or any of its Affiliates without reference to or use of Business Proprietary Information; or (iv) is the subject of prior written approval of Buyer. STOCK PURCHASE AGREEMENT 41 EXECUTION VERSION
(b) From the date of this Agreement and through the Closing Date, except as required by applicable Law, neither Buyer nor any of its Affiliates or their representatives shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Business Proprietary Information unless such Business Proprietary Information:
(i) is or becomes generally available and known to the public; (ii) is rightfully received by Buyer or any of its representatives, agents or Affiliates from any Person, without restriction on use or disclosure and without breach of any obligation to Seller or any of its representatives, agents or Affiliates; (iii) is independently developed by or for Buyer without reference to or use of Business Proprietary Information; or (iv) is the subject of prior written approval of Seller.
(c) The foregoing notwithstanding, Buyer's obligations of confidentiality as set forth in the Confidentiality Agreement shall survive and continue until the Closing Date and, if the Closing does not occur, such obligations shall survive and continue in accordance with the terms and conditions of such Confidentiality Agreement.
Nondisclosure of Proprietary Data. Each of Pxxxxxx and the Sellers agrees that it will not, and will cause the Consolidated Forecast Entities to not (a) divulge or otherwise disclose any trade secret or other proprietary data concerning the business or policies of Securities Partnership as they relate to Securities Partnership, or (b) divulge or otherwise disclose to Persons other than the Buyer, any confidential information concerning the business or policies of Securities Partnership as they relate to Securities Partnership, except, in each case, (i) to the extent that such information is or hereafter becomes lawfully obtainable from other sources, (ii) to the extent that such information is necessary or appropriate to disclose to a Governmental Entity having jurisdiction over the disclosing Party, (iii) as may otherwise be required by Law, or (iv) to the extent such duty of confidentiality is waived in writing by the Buyer.
Nondisclosure of Proprietary Data. (a) After the Closing, except as required by applicable Law, neither GTE nor Seller nor any of their representatives, agents or Affiliates shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Company Proprietary Information, unless such Company Proprietary Information: (i) is or becomes generally available and known to the public; (ii) is rightfully received by GTE, Seller, or any of their respective representatives, agents or Affiliates from any Person without any restriction on use or disclosure and without breach of any obligation to Buyer; (iii) is independently developed by or for GTE, Seller or any of their Affiliates, without reference to or use of Company Proprietary Information; (iv) is the subject of prior written approval of Buyer; or (v) is disclosed or made available after the Closing Date by Buyer generally to third parties, without restriction on use or disclosure. In the event Seller or any of its Affiliates is requested or required (by oral request or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Company Proprietary Information, then Seller shall notify Buyer promptly in writing of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with this Section 5.2. If, in the absence of a protective order or receipt of a waiver hereunder, Seller or any of its Affiliates is, on the advice of outside counsel, compelled to disclose any Company Proprietary Information to any Governmental Entity, then Seller or its Affiliate may disclose such Company Proprietary Information to such Governmental Entity, provided that Seller or such Affiliate shall use its reasonable best efforts to obtain at the request and expense of Buyer an order or other assurance that confidential treatment shall be accorded to such Company Proprietary Information.
(b) The foregoing notwithstanding, Buyer's obligations of confidentiality as set forth in the Confidentiality Agreement shall survive and continue until the Closing Date and, thereafter as provided in this Agreement or the Related Agreements, if there is no Closing, such obligations shall survive and continue in accordance with the terms and conditions of such Confidentiality Agreement.
