Pre-Closing Confidentiality Sample Clauses

Pre-Closing Confidentiality. Each member of the Purchasing Group other than the Managers and Franco and each of the officers, employees and other representatives of each such member, if applicable, shall treat as confidential, keep secret and not use in the course of its business any information of a confidential nature relating in any way to the affairs of the Company or Seller and, at any time before the Closing Date, will not, without the prior written consent of Seller, disclose, furnish or make known or accessible to, or use for the benefit of, anyone any information of a confidential nature relating in any way to the Business unless such information is otherwise publicly available. If, for any reason, including without limitation, termination of this Agreement pursuant to Article X, the transactions contemplated hereby are not consummated, each member of the Purchasing Group shall and shall cause each of the officers, employees and other representatives of each such member, if applicable, to promptly return to Seller, all documents, papers, books, records and other materials (and all copies thereof) obtained by any of them in connection with the investigation and evaluation of the Business or the transactions contemplated hereby, destroy all other documents prepared by any member of the Purchasing Group which are based on the documents so obtained, and refrain from making any adverse statements about Seller, its business and its Affiliates that could reasonably be expected to, and that do, have a material adverse consequence to Seller or its corporate Affiliates other than any such statements included in the filing of a complaint or as required by law or in testimony (or in any interview with an officer of the court or governmental agency) in connection with a legal action in which such member is a party or is threatened to be made a party or pursuant to valid legal process.
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Pre-Closing Confidentiality. All information furnished by the Sellers, the Company and the Subsidiaries (or their agents and representatives) to the Buyer (or its agents and representatives) pursuant hereto shall until the Closing Date be treated as the sole property of the Company and the Subsidiaries, as the case may be, and, if the Closing shall not occur, the Buyer shall return to the Sellers all copies of any documents or other materials containing or reflecting such information, shall use its commercially reasonable efforts to keep con-fidential all of such information regarded as confidential by the Company and the Subsidiaries, and shall not directly or indirectly use such information for any competitive or other commercial purpose, for a period of two years after the date of termination of this Agreement. The obligation to keep such information confidential shall not apply to (i) any information which (w) the Buyer can establish was already in its possession prior to the disclosure thereof by the Person furnishing the information, (x) was then generally known to the public, (y) became known to the public through no fault of the Buyer, or (z) was disclosed to the Buyer by a third party not bound by an obligation of confidentiality to the Company or the Subsidiaries; (ii) disclosures in accordance with an order of a court of competent jurisdiction; or (iii) disclosures made in connection with enforcing the Buyer’s rights hereunder or defending Buyer in a claim relating to this Agreement. Notwithstanding the foregoing, if Buyer is requested or required (by oral questions, interrogatories, requests for information or document subpoena, civil investigative demand or similar process) to disclose any of the above-referenced documents or information, the Buyer will promptly notify the Sellers of such request so that the Sellers may seek an appropriate protective order or waive compliance with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, the Buyer is, in the opinion of its counsel, compelled to disclose any terms or conditions of the above-referenced documents to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party may disclose such information to such tribunal without liability hereunder.
Sample 1
Pre-Closing Confidentiality. From the Agreement Date until the Closing Date (or if the Closing shall fail to occur, for a period of three (3) years from the Agreement date), the Seller and the Purchaser (a) will maintain in confidence, and will cause its respective agents and employees to maintain in confidence all Confidential Information (as defined below), unless (i) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby, or (ii) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings; (b) shall at all times comply with all applicable protection of personal information legislation, federal or provincial, with respect to personal information disclosed or otherwise provided, including any access provided to such personal information by the Seller under this Agreement; (c) shall only use or disclose such Confidential Information for the purposes of evaluating and effecting the transactions contemplated hereby; (d) shall safeguard all Confidential Information collected from the other parties in a manner consistent with the degree of sensitivity of the Confidential Information; (e) shall maintain at all times the security and integrity of the other parties’ Confidential Information and (f) if the Closing shall fail to occur, shall return or destroy as much of such other party’s Confidential Information as the requesting party shall from time to time request.
Sample 1
Pre-Closing Confidentiality. Each of the Purchaser and the Company acknowledges that (a) during the Pre-Closing Period and (b) in the event this Agreement is terminated pursuant to Article 8, from and after the Termination Date, the confidentiality agreement, dated November 18, 2015 by and between the Purchaser Parent and Parent (the “Confidentiality Agreement”) remains in full force and effect and each of the Purchaser and the Company remain bound by the terms of such Confidentiality Agreement.
Sample 1
Pre-Closing Confidentiality. Consistent with the confidentiality -------------------------- agreement between Buyer and Seller dated May 15, 2003 (the "Confidentiality Agreement"), the Buyer and Seller shall keep confidential all information obtained by it with respect to the other in connection with this Agreement and the negotiations preceding this Agreement, and shall use such information solely in connection with the transactions contemplated by this Agreement, and as otherwise contemplated by the Confidentiality Agreement, except that Buyer consents to attaching this Agreement to the Sale Motion which will be submitted to the Bankruptcy Court and which will become a public record. If the transactions contemplated hereby are not consummated, each party shall return to the other upon request, without retaining a copy thereof, any schedules, documents, or other written information obtained from the other in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, no party shall be required to keep confidential or return any information that (a) is required to be disclosed by Law, pursuant to an order or request of a judicial authority or Governmental Authority having competent jurisdiction, or pursuant to the rules and regulations of any national stock exchange applicable to the disclosing party and its Affiliates (provided the party seeking to disclose such information provides the other party with reasonable prior written notice thereof), (b) is required to be disclosed by the Seller in connection with obtaining the release of an Encumbrance, or (c) can be shown to have been generally available to the public other than as a result of a breach of this Section 7.7.
Sample 1
Pre-Closing Confidentiality. Prior to the Closing, Buyer shall maintain all confidential information of Sellers in confidence, shall not use or disclose such information except in furtherance of the transactions contemplated by this Agreement, and shall return such information upon demand by Sellers in the event of a failure to close. Sellers acknowledge that Buyer has issued certain press releases and Sellers consent to such releases as they have been disclosed to Sellers prior to execution hereof. Sellers and Buyer shall coordinate all future publicity and no party shall issue any press release publicity statement, or other public notice relating to this Agreement and the transactions contemplated hereby without the approval of the other party, subject only to Section 9(b).
Sample 1
Pre-Closing Confidentiality. Except for a joint press release to be issued upon execution of this Agreement, each party shall keep this Agreement and its terms confidential until the Closing, unless in the opinion of its counsel disclosure is required by law. In the event that the transactions contemplated by this Agreement are not consummated for any reason whatsoever, Purchaser and the Selling Entities hereby (i) acknowledge and agree to be bound by all the terms and conditions set forth in the Confidentiality Agreement attached hereto as Exhibit B and (ii) agree that, notwithstanding the execution and delivery of the Agreement, the Confidentiality Agreement will remain in full force and effect. Should the transactions contemplated hereby not be consummated, nothing contained in this Section shall be construed to prohibit the parties hereto from operating a business in competition with each other, provided they do so without disclosing or using confidential information of the other, in accordance with the Confidentiality Agreement.
Sample 1
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Pre-Closing Confidentiality. Except for a joint press release to be issued upon execution of this Agreement, each party shall keep this Agreement and its terms confidential until the Primary Closing, unless in the opinion of its counsel disclosure is required by Law or the rules of a national securities exchange. In the event that the transactions contemplated by this Agreement are not consummated for any reason whatsoever, Purchaser and the Seller hereby (i) acknowledge and agree to be bound by all the terms and conditions set forth in the Confidentiality Agreement attached hereto as Exhibit F and (ii) agree that, notwithstanding the execution and delivery of the Agreement, the Confidentiality Agreement will remain in full force and effect.
Sample 1
Pre-Closing Confidentiality. Buyer shall, and shall cause each of its representatives, including any Buyer Employee to, treat as confidential, keep secret and not use in the course of its business any information of a confidential nature relating in any way to the affairs of Seller and, at any time before the Closing Date, will not, without the prior written consent of Seller's direct or indirect parent, disclose, furnish or make known or accessible to, or use for the benefit of, anyone any information of a confidential nature relating in any way to the Transferred Assets or Business or to the business of any Subsidiary or Meyex Xx-Tech unless such information is otherwise publicly available; provided, however, Buyer may disclose such confidential information as required by law or as it deems necessary or useful to its attorneys, lenders, employees or agents in connection with the acquisition of the Transferred Assets provided that such disclosure is subject to the confidentiality requirements set forth in this Section 3.6. If, for any reason, including without limitation, termination of this Agreement pursuant to Article 6, the transactions contemplated hereby are not consummated, Buyer and its representatives, including any Buyer Employee, shall promptly return to Seller, all documents, papers, books, records and other materials (and all copies thereof) obtained by Buyer or its representatives, including any Buyer Employee, in connection with the investigation and evaluation of the Transferred Assets or the Business or to the business of any Subsidiary or Meyex Xx-Tech or the transactions contemplated hereby, destroy all other documents prepared by Buyer and its representatives, including any Buyer Employee, which are based on the documents so obtained, and refrain from making any adverse statements about Seller, its Business and its affiliates that could reasonably be expected to have a material adverse consequence to Seller, its Business or its affiliates other than any such statements included in the filing of a complaint or as required by law or in testimony (or in any interview with an officer of the court or governmental agency) in connection with a legal action in which Buyer is a party or is threatened to be made a party or pursuant to valid legal process. Seller shall, and shall cause each of its representatives, to treat as confidential, keep secret and not use in the course of its business any information of a confidential nature relating in any way to the affairs of Buye...
Sample 1

Related to Pre-Closing Confidentiality

  • Post-Closing Confidentiality From and after the Closing, the Sellers and Wind Down Co. will, and will cause their respective Affiliates to, hold in strict confidence, and will not use to the detriment of Buyer or any of its Affiliates, all non-public information with respect to the Business, the Acquired Assets or the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, any Seller or Wind Down Co. may disclose such information (a) if such Seller or Wind Down Co. is compelled to disclose the same by judicial or administrative process or by other requirements of law (but subject to the following provisions of this Section 5.18), (b) if the same currently is in the public domain or hereafter is in the public domain through no fault of such Seller or Wind Down Co. or any of its Affiliates or (c) if the same is later acquired by such Seller or Wind Down Co. or any of its Affiliates from another source that is not under an obligation to another Person to keep such information confidential, or (d) if necessary in connection with the administration of the Bankruptcy Cases and the wind-down of the Sellers’ estates. If any Seller, Wind Down Co. or any of its Affiliates (the “Disclosing Party”) becomes legally required (by interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process) to disclose any such non-public confidential information, the Disclosing Party shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek, at Buyer’s sole cost and expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 5.18. If, in the absence of a protective order or other remedy or the receipt of a waiver by Buyer, the Disclosing Party nonetheless, based on the written advice of outside counsel, is required to disclose such non-public confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Disclosing Party, without liability hereunder, may disclose that portion of such information which such counsel advises the Disclosing Party it is legally required to disclose. Each of the Sellers and or Wind Down Co. acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section 5.18 and that in addition to any other remedies available to Buyer, Buyer shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 5.18.

  • Non Competition and Confidentiality The Executive agrees that:

  • Non Competition Confidentiality 4.1 During the term of this Agreement, the Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.

  • Confidentiality; Press Releases 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Non Competition Non Solicitation and Confidentiality The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows:

  • Confidentiality; Press Release All information, data and materials furnished or to be furnished to either party with respect to the other party in connection with this transaction or pursuant to this Agreement are confidential. Each party agrees that prior to Closing (a) it shall not disclose or otherwise make available, at any time, any such information, data or material to any person who does not have a confidential relationship with such party; (b) it shall protect such information, data and material with a high degree of care to prevent the disclosure thereof; and (c) if, for any reason, this transaction is not consummated, all information, data or material concerning the other party obtained by such party, and all copies thereof, will be returned to the other party. After Closing, neither party will disclose or otherwise make available to any person any of such information, data or material concerning the other party, except as may be necessary or appropriate in connection with the operation of the Station by Buyer. Each party shall use its reasonable efforts to prevent the violation of any of the foregoing confidentiality provisions by its respective representatives. Notwithstanding the foregoing, nothing contained herein shall prohibit Buyer or Seller from:

  • Publicity; Confidentiality Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

  • Announcements and Confidentiality 12.1 No announcement concerning this Agreement or the other Transaction Documents shall be made by one Party (whether prior to or after the Closing Date) without the prior approval of the other Party (such approval shall not be unreasonably withheld or delayed) except for such announcement as may be required by applicable Laws or the rules of a stock exchange binding on the relevant Party, in which event the disclosing Party shall use its best efforts to notify the other Party and take into consideration the comments by such other Party.

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

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