Purchaser Confidentiality. Purchaser shall keep confidential, and cause its Affiliates and each of their respective officers, directors, employees, representatives and advisors to keep confidential from the date hereof, all Confidential Information being provided to Purchaser by or on behalf of Seller regarding Seller, any of its respective Affiliates, and any of their respective businesses; provided, however, that after the Closing Date and subject to the consummation of the Closing, Purchaser shall only be required to keep confidential, and cause its Affiliates and each of their respective officers, directors, employees, representatives and advisors to keep confidential all Confidential Information provided to Purchaser by or on behalf of Seller that is not related to the Business, the Purchased Assets, Assumed Liabilities or Subsidiary.
Purchaser Confidentiality. (1) Until the earlier of the Closing and the Outside Date, the Purchaser and the Parent shall keep confidential and shall not use for any purpose (other than in connection with transition efforts and other requirements under the Agreement during the Interim Period) or disclose to any other Person any information obtained from the Sellers, any Purchased Company or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (ii) becomes available to the Purchaser or the Parent on a non-confidential basis from a source other than the Sellers, the applicable Purchased Company that provided such information or their respective agents and representatives, unless the Purchaser or the Parent knows after due inquiry that such source is prohibited from disclosing the information to the Purchaser or the Parent by a contractual, fiduciary or other legal obligation to the Sellers or such Purchased Company, or (iii) was known to the Purchaser or the Parent on a non-confidential basis before its disclosure to the Purchaser or the Parent by the Sellers, the applicable Purchased Company or their respective agents and representatives. In the event the Purchaser or the Parent is required by Law or by any by-law, rule or policy of any stock exchange to disclose any confidential information, the Purchaser or the Parent shall, to the extent not prohibited by applicable Law, provide the Sellers’ Representative with prompt notice of such requirements so that the Sellers’ Representative may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.3. Subject to the next sentence, if this Agreement is terminated, the Purchaser and the Parent shall thereafter continue to hold in confidence and shall not use or disclose to any Person any information obtained from the Sellers, any Purchased Company or their respective agents and representatives (regardless of when such information was provided or obtained), and promptly after such termination the Purchaser and the Parent shall return or cause to be returned or destroyed all documents, work papers and other material (whether in written, printed, electronic or computer printout form and including all copies) obtained from the Sellers, any Purchased Company or their respective agents and representatives in connection with this Agreement, together with all d...
Purchaser Confidentiality. The Purchaser acknowledges that it has had access to confidential and proprietary information and trade secrets of the Vendor and agrees that all information gained by it in the course of preparation of this Agreement and preparing for the completion of the transactions contemplated by this Agreement were obtained by its representatives or counsel in the course of the Purchaser's investigation with respect to the Vendor and the ISIS Business and are confidential. In the event that the transactions contemplated hereby are not consummated, the Purchaser shall return promptly on request all copies of all non-public documents and articles furnished in connection herewith. The Purchaser covenants and agrees with the Vendor that for a period of three (3) years from the Closing Date it will not disclose any confidential and proprietary information so obtained by it from the Vendor (apart from the confidential and proprietary information relating to the ISIS Business which shall then be the sole property of the Purchaser), provided that the Purchaser shall not be obliged to keep in confidence and shall not incur any liability for disclosure of information which:
(a) was already in the public domain or comes into the public domain without any breach by the Purchaser of this Agreement;
(b) is required to be disclosed pursuant to applicable laws or pursuant to policies or regulations of any regulatory authority or public body having jurisdiction over a party; or
(c) is required to be disclosed in any arbitration or legal proceeding.
Purchaser Confidentiality. Purchaser expressly acknowledges and agrees that the transactions contemplated by this Agreement, the Documents that are not otherwise known by or available to the public and the terms, conditions and negotiations concerning the same shall be held in the strictest confidence by Purchaser and shall not be disclosed by Purchaser except to its Reviewing Entities, legal counsel, surveyor, title company, broker, accountants, consultants, officers, partners, directors, investors, prospective investors and shareholders, and any prospective lenders, financial partners and their agents, consultants and representatives (the “Purchaser Authorized Representatives”), and except and only to the extent that such disclosure may be necessary for the performance by such Purchaser Authorized Representative of its diligence and related obligations hereunder, but not otherwise. Purchaser agrees that it shall instruct each of the Purchaser Authorized Representatives to maintain the confidentiality of such information. Purchaser agrees to be responsible for all actual damages, losses, costs, liabilities and expenses incurred by or asserted against Seller due to the breach by Purchaser or any Purchaser Authorized Representative of the confidentiality provisions set forth in this Agreement. Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information and materials obtained by Purchaser in connection with the Property that are not otherwise known by or available to the public will not be disclosed by Purchaser to any third persons (other than to the Purchaser Authorized Representatives) without the prior written consent of Seller, which may be withheld in Seller’s sole and absolute discretion. If the transaction contemplated by this Agreement does not occur for any reason whatsoever, Purchaser shall promptly return to Seller or destroy, at Purchaser’s option, and shall instruct its Authorized Representatives to return to Seller or destroy, at Purchaser’s option, all copies and originals of all documents and information provided to Purchaser by Seller; provided, that Purchaser and its Authorized Representatives may retain documents and information to comply with (i) any bona fide pre-existing internal document retention program or (ii) applicable laws, rules, regulations or professional standards or as part of automatic electronic archiving and back-up procedures. Nothing contained in this Section 15.1.1 shall preclude or limit Purchaser from ...
Purchaser Confidentiality. (a) Purchaser expressly acknowledges and agrees that the records, books, data and other confidential information concerning Seller’s and its Affiliates’ respective financial status, products, research and development, services, technology (including how Seller’s technology, products and systems integrate with other technology, products and systems, including that of each of the Companies), Intellectual Property, know-how, accounts, client development (including customer and prospect lists), sales activities and procedures, promotional and marketing techniques, plans and strategies, financing, development and expansion plans and credit and financial data concerning customers and suppliers and other information involving the Seller or its Affiliates, regardless of whether such information was obtained by Purchaser through information provided to Purchaser by or on behalf of the Seller or its Affiliates or their respective Representatives or by either of the Companies through their past affiliation with Seller, or otherwise, are considered by Seller to be confidential and are valuable, special and unique assets of Seller and its Affiliates, access to and knowledge of which are essential to preserve the goodwill and going business value of the Seller and its Affiliates. In recognition of the highly competitive nature of the industry in which the Seller’s and its Affiliates respective business will be conducted, Purchaser and the Companies each further agree that all knowledge and information described in the preceding sentence which is not in the public domain (unless such knowledge and information is in the public domain as a result of a breach by Purchaser of this Agreement), and which is obtained by Purchaser, the Companies (or their Representatives) through information provided to Purchaser (or its Representatives) by or on behalf of the Seller or its Affiliates or their respective Representatives or by either of the Companies (or their Representatives) through their past affiliation with Seller, shall be considered confidential information of the Seller (collectively, the “Seller Confidential Information”).
(b) Seller Confidential Information shall not include information that is or becomes available to either of the Companies, Purchaser or any of the respective Affiliates from a source other than Seller or its Affiliates after the Closing, provided that such source is not, to the Knowledge of the Companies, Purchaser and/or each of their respective Affil...
Purchaser Confidentiality. All information obtained by the Purchaser pursuant to Section 5.02 shall be kept confidential in accordance with the Confidentiality Agreement. At the Closing, the Confidentiality Agreement shall be deemed to have terminated without further action by the parties thereto.
Purchaser Confidentiality. 24 5.04. Regulatory and Other Authorizations; Notices and Consents. . . . . . . . . . . . . . . . . . 24 5.05.
Purchaser Confidentiality. Purchaser shall, (a) prior to the Closing, treat and hold as confidential information concerning the Seller, the SPV, the Business, the Purchased Assets and related information, and (b) post Closing, treat and hold as confidential information concerning the Seller and the SPV, that is not already generally available to the public (the “Confidential Information”). In the event that Purchaser is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Purchaser shall notify Seller promptly of the request or requirement so that Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 8.14. If, in the absence of a protective order or the receipt of a waiver hereunder, Purchaser is, on the advice of counsel, legally compelled to disclose any Confidential Information, Purchaser may disclose the Confidential Information as required; provided that such disclosing Person shall, and at Seller’s sole cost and expense, use reasonable efforts to obtain, at the request of Seller, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed.
Purchaser Confidentiality. From and after the date of this Agreement until the Closing, or in the event that the Closing shall not occur then thereafter, except as required by the Securities and Exchange Commission, other state or federal regulatory agencies, or others as required relating to the anticipated securities offering, Purchaser shall not disclose to any third party (other than to its directors, officers and employees having a need to know such information in connection with the transaction contemplated hereby, or to its attorneys, accountants, consultants, lenders, investment bankers, and their attorneys), or use for any purpose other than as contemplated by this Agreement, any proprietary information regarding Seller, the discussions between it and Seller and the terms and conditions of this Agreement. Purchaser acknowledges that during the negotiations leading to this Agreement and as required by the terms and conditions hereof, Seller shall have disclosed certain information relating to all aspects of its business, including but not limited to Seller's finances, its methods of doing business, and its pricing (internal and that of its customers). Purchaser acknowledges that certain of this information may be proprietary information of Seller which information, if proprietary, Purchaser agrees not to disseminate to others except as hereinabove described, nor to use or permit to be used through its agents, employees or others on behalf of Purchaser to damage Seller. The preceding
Purchaser Confidentiality. The Purchaser shall not, and shall cause its Affiliates and their respective representatives not to, directly or indirectly, for a period of the longer of (a) three (3) years after the Closing Date, or (b) until such information no longer constitutes a trade secret under applicable Law, without the prior written consent of the Seller, disclose to any Person (other than each other and their respective Affiliates) any confidential information with respect to the business of the Seller or its Affiliates (other than the Business and the Companies); provided, however, that the foregoing restriction shall not (i) apply to any information that (A) is or becomes generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 9.4 or any other confidentiality obligations owed to the Seller), (B) is or becomes generally available to the Purchaser from a source other than the Seller or its Affiliates (provided that such source is not known by the Purchaser to be bound by a duty of confidentiality with the Seller or its Affiliates), or (C) the Purchaser can establish was independently developed by the Purchaser or any of its Affiliates without use of any confidential information with respect to the business of the Seller or its Affiliates (other than the Business and the Companies); or (ii) prohibit any disclosure (A) required by Law or the rules and regulations of any applicable national securities exchange (so long as, to the extent legally permissible, the Purchaser provides the Seller with reasonable prior notice of such disclosure and a reasonable opportunity to review such disclosure), or (B) necessary to be made in connection with the enforcement of any right or remedy relating to this Agreement or any related document.
