Proceedings Confidential Sample Clauses

Proceedings Confidential. The parties and their representatives, the Mediator and Arbitrator, and each other person who participates in the MEDIATION or ARBITRATION in any capacity, shall hold the existence, content, and result of the MEDIATION and/or ARBITRATION in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on the decision or award entered by the Arbitrator. The foregoing notwithstanding, this Agreement shall not prevent any party from seeking and obtaining orders enforcing discovery ordered by the Arbitrator, or temporary equitable remedies, including temporary restraining orders and preliminary injunctions, from a court with competent jurisdiction, and any such request to a court for such orders or interim equitable relief shall not be deemed a waiver of the obligation to Arbitrate.
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Proceedings Confidential. All dispute resolution proceedings (including all related information, communications, documents, materials and evidence) shall be strictly confidential and each Party shall have a fiduciary obligation to the other Party to protect, preserve and maintain the integrity of such confidentiality, in each case, except as may lawfully be required in judicial proceedings or as may be required by Applicable Law.
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Proceedings Confidential. The Parties agree that any arbitration carried out hereunder shall be kept private and confidential, and that the existence of the proceedings and any element of it (including all awards, the identity of the Parties and all witnesses and experts, all materials created for the purposes of the arbitration, all testimony or other oral submissions, and all documents produced by a Party that were not already in the possession of the other Party) shall be kept confidential, except (a) with the consent of the Parties, (b) to the extent disclosure may be lawfully required in bona fide judicial proceedings relating to the arbitration, (c) where disclosure is lawfully required by a legal duty, and (d) where such information is already in the public domain other than as a result of a breach of this clause. The Parties also agree not to use any information disclosed to them during the arbitration for any purpose other than in connection with the arbitration.
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Proceedings Confidential. The parties agree that any arbitration carried out hereunder shall be kept private and confidential, and that the existence of the proceedings and any element of it shall be kept confidential, except (a) where disclosure is lawfully required by a legal duty, and (b) where such information is already in the public domain other than as a result of a breach of this clause.
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Proceedings Confidential. Except to the extent necessary to enforce any arbitral award, to enforce other rights of the Parties, or as required by Applicable Law or the applicable rules of any stock exchange, each Party shall ensure that it and its Affiliates, and all of their respective Representatives and expert witnesses, shall maintain as confidential the existence of the arbitration proceedings, the arbitral award, all filings and submissions exchanged or produced during the arbitration proceedings and briefs, memorials, witness statements or other documents prepared in connection with such arbitration; provided, however, that a Party may disclose such information to its Affiliates and all of its and its Affiliates’ respective Representatives and expert witnesses; it being understood that such Affiliates and Representatives will be informed of the confidential nature of the existence of any such arbitration proceedings, arbitral award, filings and submissions, briefs, memorials, witness statements and other documents and will be directed to treat the foregoing as confidential in accordance with the terms of this Agreement and each Party will be responsible for the compliance by its Affiliates and its and their respective Representatives and expert witnesses with this Section 11.11(e). This Section 11.11(e) shall survive the termination of the arbitral proceedings.
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Proceedings Confidential. Except where disclosure is required by Applicable Law, all dispute resolution and arbitration proceedings (including all related information, communications, documents, materials, and evidence) shall be strictly confidential, and each Party shall have a fiduciary obligation to the other Party to protect, preserve and maintain the integrity of such confidentiality.
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Proceedings Confidential. The arbitration proceedings shall be kept confidential, private, and under seal. To that end, the parties and the arbitrator shall not disclose the existence, content, or results of any proceedings conducted, and materials submitted in connection with such proceedings shall be kept confidential and shall not be admissible in any other proceeding, except in a proceeding to enforce the award by obtaining judgment.
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Proceedings Confidential. Except to the extent necessary to enforce any arbitral award, to enforce other rights of the Parties, or as required by applicable law or the applicable rules of any stock exchange, each Party shall ensure that it and its affiliates, and all of their respective representatives and expert witnesses, shall maintain as confidential the existence of the arbitration proceedings, the arbitral award, all filings and submissions exchanged or produced during the arbitration proceedings and briefs, memoranda, witness statements or other documents prepared in connection with such arbitration; provided, however, that a Party may disclose such information to its affiliates and all of its and its affiliates’ respective directors, officers, managers, employees, professional advisors and expert witnesses; provided further that the Transtar Parties may also disclose such information to FIG LLC and its affiliates and all of its and their respective directors, officers, managers, employees, professional advisors and expert witnesses. Each Party shall, prior to disclosing such information to any person permitted by this Section 10.5, inform such person of the confidential nature of the existence of any such arbitration proceedings, arbitral award, filings and submissions, briefs, memoranda, witness statements and other documents and will direct such person to treat the foregoing as confidential in accordance with the terms of this Agreement and each Party will be responsible for the compliance by its affiliates and all of its and its affiliates’ respective directors, officers, managers, employees, professional advisors and expert witnesses with this Section 10.5. This Section 10.5 shall survive the termination of the arbitral proceedings.
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Proceedings Confidential. Except to the extent necessary to enforce any arbitral award, to enforce other rights of the parties, or as required by applicable Law or the applicable rules of any stock exchange, each party shall ensure that it and its Representatives and expert witnesses, shall maintain as confidential the existence of the arbitration proceedings, the arbitral award, all filings and submissions exchanged or produced during the arbitration proceedings and briefs, memorials, witness statements or other documents prepared in connection with such arbitration; provided, however, that a party may disclose such information to its Representatives and expert witnesses; it being understood that such Representatives will be informed of the confidential nature of the existence of any such arbitration proceedings, arbitral award, filings and submissions, briefs, memorials, witness statements and other documents and will be directed to treat the foregoing as confidential in accordance with the terms of this Agreement and each party will be responsible for the compliance by its Representatives and expert witnesses with this ‎Section 13.8(f). This Section 13.8 shall survive the termination of the arbitral proceedings.
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Related to Proceedings Confidential

  • Findings Confidential All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

  • Information Confidential As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

  • Confidential In the case of pharmacy incentive programs, hospital performance incentive programs, chargebacks, disease management programs, similar programs or discounts on portfolio product offerings, all rebates, discounts and other forms of reimbursements will be allocated among products on the basis on which such rebates, discounts and other forms of reimbursements were actually granted or, if such basis cannot be determined, in accordance with the Selling Party’s existing allocation method, provided that any such allocation will be done in accordance with Applicable Law, including any price reporting laws, rules and regulations. The Selling Party’s transfer of any Product to an Affiliate or Sublicensee will not result in any Net Sales unless the transferee is an end user. Net Sales will also include the fair market value of all consideration received by the Selling Party in respect of any sale of the Product (other than those excluded from Net Sales under the last sentence of this definition or otherwise), whether such consideration is in cash, payment in kind, exchange for value or another form. If any discounts or other deductions or rebates are made in connection with sales of a Product that is bundled or sold together with other products of the Selling Party, then the discount, deduction or rebate applied to the Product will not exceed the discount, deduction or rebate applied to any of the other products of the Selling Party in such arrangement based upon the respective list prices of the Product and such other products prior to applying the discount, unless Sanofi provides (or causes its Sublicensee to so provide) evidence reasonably satisfactory to Principia that such difference is commercially reasonable and does not unfairly prejudice the Product in favor of such other products. On a country-by-country basis, in the event a Product is sold as a combination product comprising (x) a Compound and (y) one or more other pharmaceutically active ingredient(s) (with respect to (y), “Other API” and with respect to (x) and (y), a “Combination Product”), Net Sales, for purposes of determining royalty payments on such Product, will be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the average gross invoice price of the Product in the same dose and quantity, in the same country and during the same Calendar Quarter when sold separately in such country and B is the gross invoice price of the other average net invoice prices in such country of Other API included in the Combination Product when sold as separate pharmaceutical product in the same dose and quantity and during the same Calendar Quarter in such country. With respect to any Combination Product where (i) the Other API is not sold separately in the applicable country during the applicable accounting period, (ii) the other active ingredient is a generic form of an approved drug product (whereby there are no Third Party Patents, in the country of sale, claiming or covering composition of matter, method of use, formulation or combination of such form that is included in the Combination Product), or (iii) the Product containing the Compound is not sold separately in the applicable country during the applicable accounting period, then the Parties will negotiate in good faith a reasonable adjustment to Net Sales in such country that takes into account the medical contribution to the Combination Product of, and all other factors reasonably relevant to the relative value of, the Compound(s), on the one hand, and the Other API, collectively, on the other hand. Notwithstanding the foregoing, the Parties agree that adjuvants or excipients contained in a Product (including chemical entities or technologies improving solubility, stability, bioavailability or pharmacokinetic profile of a Product) will not be deemed to be active ingredients. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

  • Confidential or Proprietary Information The term "Confidential --------------------------------------- or Proprietary Information" for purposes of this Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret in (S) 1.23 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate.

  • CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Return of Confidential Material Executive shall promptly ------------------------------- deliver to the Company on termination of Executive's employment with the Company, whether or not for Cause and whatever the reason, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints, Confidential Information and any other documents of a confidential nature belonging to the Company, including all copies of such materials which Executive may then possess or have under Executive's control. Upon termination of Executive's employment by the Company, Executive shall not take any document, data, or other material of any nature containing or pertaining to the proprietary information of the Company.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Confidential Material (a) Each Bank agrees that any information, documentation or materials provided by each Borrower or such Borrower’s Affiliates, trustees, directors, officers, employees, agents or representatives (“Representatives”) disclosing the portfolio holdings of such Borrower or disclosing other non-public information in relation to this Agreement or the other Loan Documents (“Confidential Material”), whether before or after the date of this Agreement, shall be treated confidentially, using the same degree of care that such Bank uses to protect its own similar material. (b) Confidential Material may be disclosed to Representatives of each Bank in connection with the transactions contemplated herein or in connection with managing the relationship of such Bank or its Affiliates with such Borrower but shall not be disclosed to any third party and may not be used for purposes of buying or selling securities, including shares issued by such Borrower; provided, however, that the Banks may disclose Confidential Material to (i) the Federal Reserve Board pursuant to applicable rules and regulations promulgated by the Federal Reserve Board (which, as of the Effective Date, require a filing of a list of all Margin Stock which directly or indirectly secures a Loan), (ii) the extent required by statute, rule, regulation or judicial process, (iii) counsel for any of the Banks or the Agent in connection with this Agreement or any of the other Loan Documents, (iv) bank examiners, regulators, auditors and accountants, or (v) any Assignee or Participant (or prospective Assignee or Participant) as long as such Assignee or Participant (or prospective Assignee or Participant) first agrees to be bound by the provisions of this Section 9.09. Notwithstanding anything to the contrary contained in this Section, any information that would, but for this sentence, constitute Confidential Material shall cease to be Confidential Material after the second anniversary of the date such information was first received by the Agent or any Bank.

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Assistance in Litigation or Administrative Proceedings Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to Covered Entity, which may include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party.

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