Common use of PARENT AND NEWCO Clause in Contracts

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, policies and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; Company and (ii) to counsel and other advisers; , provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, ; (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that provided that, prior to disclosing any information pursuant to this clause (y), ; Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, ; or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's =s request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, policies and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except except (i) to authorized representatives of Company; Company and (ii) to counsel and other advisers; , provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, ; (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that provided that, prior to disclosing any information pursuant to this clause (y), ; Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, ; or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's =s request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders Stockholder and provide Company and Stockholders Stockholder with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders Stockholder shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders Stockholder from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or NewcoXxxxx).

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as customer lists, financial information, operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, policies and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; Company and (ii) to counsel and other advisers; , provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, ; (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that provided that, prior to disclosing any information pursuant to this clause (y), ; Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, ; or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).