Seller’s Confidentiality. Without prior consent of the Purchaser or the relevant Group Companies for a period of three years after the Closing Date, the Seller shall keep confidential and not disclose to any third party, any business or trade secrets of the Group Companies, other than those which have become publicly known through no fault of the Seller or which the Seller is required to disclose as necessary to comply with any legal requirements. Such confidentiality obligation shall be satisfied if the Seller exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information.
Seller’s Confidentiality. Seller expressly acknowledges and agrees to hold in confidence the transactions contemplated by this Agreement, the terms, conditions and negotiations concerning the same, and any and all information regarding the Purchaser that is not otherwise known by or readily available to the public and not to disclose such non-public information except to its legal counsel, surveyor, broker, accountants, consultants, officers, directors, shareholders, lenders, investors, partners, members, prospective partners and members and their counsel, lenders and prospective lenders and their respective counsel, and the Title Company (collectively, the “Seller Authorized Representatives”), and except and only to the extent that such disclosure may be necessary in Seller’s sole discretion for Seller’s performance under this Agreement, or otherwise as may be required by law or court order, and further except in connection with any litigation between Purchaser and Seller. Seller shall inform its Seller Authorized Representatives of the confidentiality provisions of this Agreement and instruct same to comply herewith. Seller further acknowledges and agrees that, unless and until the Closing occurs, Seller shall not disclose any information and materials obtained by Seller in connection with the Property that are not otherwise known by or readily available to the public to any third persons (other than to its Seller Authorized Representatives) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned.
Seller’s Confidentiality. Seller shall at all times from the date hereof until three (3) years after the Closing Date, maintain confidential and not use for any purpose other than the operation of KOFY, any information relating to KOFY (other than information in the public domain not as the result of a breach of this Agreement), its business and operations except: (a) for disclosure to authorized representatives of Buyer; (b) as necessary to the performance of this Agreement; (c) as authorized in writing by the Buyer; or (d) to the extent that 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 (d), the disclosing Person shall have given prior written notice thereof to Buyer and provided Buyer with the opportunity to contest such disclosure at the Buyer's expense.
Seller’s Confidentiality. For a period of thirty-six (36) months after the Closing Date, the Sellers undertake to keep confidential all information obtained as shareholders of the Target, unless (i) such information is in the public domain without breach of a confidentiality obligation towards the Purchasers, (ii) has been disclosed to the Sellers by a third party without them being aware of a breach of confidentiality by such third party, or (iii) any dispute between the Sellers and the Purchasers in relation to this Agreement is pending (in which case the exception only applies in relation to information relevant for the dispute). The above obligation to keep the information confidential does not apply if the Sellers are requested or required by law or regulation (including the rules of relevant stock exchanges or governmental or regulatory authorities or agencies) or by legal or judicial process, or upon the request or demand of or pursuant to a bona fide disclosure to a regulatory authority having jurisdiction over the Sellers to disclose the information.
Seller’s Confidentiality. Sellers shall keep confidential, and cause their respective Affiliates and each of their respective officers, directors, employees, representatives and advisors to keep confidential (i) from the date hereof, all Confidential Information being provided to Sellers by or on behalf of Purchaser regarding Purchaser, any of its Affiliates, and any of its or their businesses in connection with the transactions contemplated by this Agreement and (ii) after the Closing Date, all Confidential Information regarding the Purchased Assets, Assumed Liabilities, the Business and the Subsidiaries.
Seller’s Confidentiality. (a) Each Seller agrees that unless authorized or instructed in writing by the Company, such Seller shall not permit, suffer or cause any Divested Subsidiary or Affiliate thereof, except to the extent disclosure by such Seller or the applicable Divested Subsidiary is required pursuant to an order or requirement of a court, administrative agency or other governmental body, to disclose to others, or use, any inventions, discoveries, secrets or confidential information, knowledge or data (whether in oral, written or machine-readable form) of any member of the Combined Group (regardless of whether such inventions, discoveries, secrets, information, knowledge or data have been designated as secret or confidential by any member of the Combined Group) unless and until, and then to the extent and only to the extent that, such inventions, discoveries, secrets, information, knowledge or data become available to the public otherwise than by a violation of this clause.
(b) No Seller shall, except to the extent disclosure by such Seller or the applicable Divested Subsidiary is required pursuant to an order or requirement of a court, administrative agency or other governmental body, permit, suffer or cause any Divested Subsidiary or any Affiliate thereof to disclose to others, or use, any of the information relating to present and prospective customers of any member of the Combined Group (excluding existing customers which they have in common), business dealings with such customers, prospective sales and advertising programs and agreements with any member of the Combined Group, present or prospective sources of supply or any other business arrangements of any member of the Combined Group, including, but not limited to, customers, customer lists, costs, prices and earnings, unless and until, and then to the extent and only to the extent that, such information becomes available to the public otherwise than by a Seller's act or omission.
(c) Each Seller shall inform the Divested Subsidiaries and each Affiliate thereof that all improvements, developments, discoveries, computer software, computer programs, records, reports, documents, photographs, catalogs and other writings which relate to current or likely future business of any member of the Combined Group are the sole and exclusive property of such member of the Combined Group and any of such matter in the hands of any Divested Subsidiary or any Affiliate thereof shall be promptly destroyed or returned to the member of th...
Seller’s Confidentiality. For a period of two (2) years after the Closing Date, if and to the extent legally permissible, the Seller will keep the confidential information relating to the Companies and the Subsidiaries confidential and not disclose it to third parties, unless such disclosure (i) is required by law or by order of a court or a governmental authority or (ii) has been explicitly approved in writing by the Purchaser; such consent shall not be unreasonably withheld, taking into account, in particular, any legitimate interest of the Seller (e.g. in case of the enforcement of claims or in any legal defense).
Seller’s Confidentiality. Seller and each Transferring ------------------------ Subsidiary shall treat as confidential and shall safeguard any and all information, knowledge and data included in the Purchased Assets by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, knowledge and data as Seller and each Transferring Subsidiary used with respect thereto prior to the execution of this Agreement.
Seller’s Confidentiality. Seller shall and shall cause her respective Affiliates to, at all times from the date hereof until three (3) years after the Closing Date, maintain confidential and not use for any purpose other than the operation of WNGS, any information relating to WNGS (other than information in the public domain not as the result of a breach of this Agreement), its business and operations except: (a) for disclosure to authorized representatives of Buyer; (b) as necessary to the performance of this Agreement; (c) as authorized in writing by the Buyer; or (d) to the extent that 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 (d), the disclosing Person shall have given prior written notice thereof to Buyer and provided Buyer with the opportunity to contest such disclosure at Buyer's expense.
Seller’s Confidentiality. At the Closing, Seller shall execute and deliver to the Purchaser a Confidentiality Agreement in the form of Exhibit 4.3 hereto attached containing covenants prohibiting Seller, for the period described therein (the "RESTRICTED PERIOD") from disclosing any confidential or proprietary information of or concerning the Company to any third party, including but not limited to Lucent Technologies, Inc. ("LUCENT").
