Seller’s Confidentiality Obligations. (i) Subject to Section 7.1(b)(ii), from and after the date hereof, except with the Buyer’s prior written consent, the Companies and each of the Sellers, as applicable, shall, and each of the Sellers shall cause the members of the Seller Group that are its Affiliates to, maintain the confidentiality of the Buyer Confidential Information, except (A) to the extent required by applicable law, (B) as necessary in connection with filings, approvals and rulings to be obtained from any governmental agency or authority, including, but not limited to, the FTC, the DOJ, the SEC, the Puerto Rico Board, the IRS and the Bankruptcy Court (it being understood that any such filing may include the filing of a copy of this Agreement), (C) as necessary to obtain consents to the transfer of any Franchise or License or any other Required Consent or otherwise necessary for the consummation of the Transactions, (D) to any official committee and its professionals appointed in the bankruptcy case of Century or its Affiliates, (E) with respect to the Company Confidential Information only, as otherwise permitted by Section 7.11(c)(ii) and (F) as otherwise permitted by the remainder of this Section 7.1(b)(i). In the event any member of the Seller Group, or any other Person to whom the Sellers transmit Buyer Confidential Information pursuant to this Agreement, becomes legally compelled to disclose any of the Buyer Confidential Information, the applicable Seller shall promptly notify the Buyer thereof so that the Buyer may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.1(b)(i), or both. In the event that such protective order or other remedy is not obtained, or that the Buyer waives compliance with the provisions of this Section 7.1(b)(i), the applicable Seller shall, or shall cause the applicable member of the Seller Group that is its Affiliate to, furnish only that portion of the Buyer Confidential Information that is legally required.
(ii) Notwithstanding anything herein to the contrary, the obligations of the Companies and the Sellers under Section 7.1(b)(i) shall only commence with respect to the Company Confidential Information upon the Closing. For the avoidance of doubt, the obligations of the Companies and the Sellers under Section 7.1(b)(i) with respect to the Buyer Group Confidential Information shall survive the Closing and/or the termination of this Agreement.
Seller’s Confidentiality Obligations. After Completion, other than in accordance with the Management Agreements, each Seller must:
(a) not disclose or use the Buyer’s Confidential Information unless it has first obtained the Buyer’s permission; and
(b) ensure that no Seller’s Retained Group Company discloses or uses the Buyer’s Confidential Information unless it has first obtained the Buyer’s permission.
Seller’s Confidentiality Obligations. (i) Seller shall not use, reproduce, or exploit Purchaser Information for any purpose other than performing Services as contemplated under this Agreement; and
(ii) Seller shall hold all Purchaser Information in strict confidence and shall not disclose or otherwise make available Purchaser Information to any third party, and Seller shall restrict access to Purchaser Information to those of its employees who have a need to know such information in order to perform the Services. Seller shall ensure that each employee, agent, and contractor of Seller or its Affiliates who performs the Services or shall otherwise receive disclosure of Purchaser Information has signed nondisclosure agreements with confidentiality and non-use provisions at least as restrictive as those in this Agreement. Seller acknowledges and agrees that Seller and its Affiliates have no right, title, or interest of any nature in any Purchaser Information, other than a limited, non-transferable, non-sublicensable, non-exclusive license during the Term to use and reproduce Purchaser Information solely to the extent necessary to perform the Services as contemplated under this Agreement.
Seller’s Confidentiality Obligations. This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Administrative Agent and Buyers and shall be held by Sellers in strict confidence and shall not be disclosed to any third party without the written consent of Administrative Agent except for (i) disclosure to any Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body, or (iii) disclosure required by contracts with any Seller’s lenders and/or parties entering into, or contemplating the entering into, one or more transactions, including, without limitation, whole loan portfolio sales) with any Seller, and conducting due diligence in connection therewith; provided, however, that any such disclosure to any Seller’s lenders and/or such other parties shall be made subject to confidentiality agreements satisfactory to Administrative Agent, in Administrative Agent’s exercise of its reasonable discretion; provided, further, that Sellers shall provide to Administrative Agent copies of such contracts with such Seller’s lenders and/or such other parties requesting copies of this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreement, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal income tax treatment of the Transactions, any fact relevant to understanding the federal tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal income tax treatment; provided that Sellers may not disclose the name of or identifying information with respect to Administrative Agent and Buyers or any pricing terms (including, without limitation, the Pricing Rate, Commitment Fee, Purchase Price Percentage, Purchase Price and any other fees specified in the Pricing Side Letter) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the purported or claimed federal income tax treatment of the Transactions and is not relevant to understanding the purported or claimed federal income tax treatment of the Transactions, without the prior written consent of the Administrative Agent.
Seller’s Confidentiality Obligations. (i) From and after the Closing until the second anniversary of the Closing, Seller agrees to treat and handle confidentially and not disclose to anyone (except its directors, officers, members, employees, attorneys, accountants or agents (“Representatives”), and Affiliates, and as otherwise permitted by this Agreement, the Information, whether acquired before or after the date of this Agreement. As used in this Agreement, “Information” means any confidential information related to any of the Property or Seller's ownership of the Property, including any such information contained in the Property Data and Records. The Information does not include information which (i) becomes generally available to the public, other than as a result of a disclosure by Seller or its Representatives or Affiliates; or (ii) becomes available to Seller after the Closing on a non-confidential basis from a source other than Buyer or its Affiliates or its or their Representatives, provided that such source is not bound by a confidentiality agreement with Buyer or any of its Affiliates.
Seller’s Confidentiality Obligations. Seller agrees that, for a period of five (5) years from and after the Closing Date, Seller shall, and shall cause its Representatives to, keep all confidential and proprietary information relating solely to Frontier (“Frontier Information”) confidential following the Closing Date. The provisions of this Section shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than by reason of a breach by Seller of its obligations under this Section. Furthermore, notwithstanding the foregoing, Seller may disclose the Frontier Information to any of its Affiliates, provided such Affiliate shall be required to comply with the terms of this Section and Seller shall be liable for any breach by its Affiliates of this Section 7(b). Seller and its Representatives may also disclose the Frontier Information in connection with any action or proceedings relating to any dispute arising under this Agreement, provided that a protective order or confidentiality agreement is sought in advance to prevent any further dissemination and disclosure of such Frontier Information disclosed.
Seller’s Confidentiality Obligations. Seller hereby agrees that any Confidential Information disclosed by Xxxxx
a) shall be maintained in a secure location, both physically and electronically;
b) shall not be copied without the prior written approval of Xxxxx;
c) shall be used by Seller solely to perform the Order; and
d) shall only be disclosed to Seller’s employees on a need-to-know basis.
Seller’s Confidentiality Obligations. Seller covenants and agrees on behalf of itself, its Affiliates, and all employees of the foregoing, that neither it nor they will disclose to any Person not employed by Buyer or not engaged to render services to Buyer, and that neither it nor they will use for the benefit of Seller or others, any Confidential Information of Buyer or Parent obtained by Seller prior to the Closing or any Confidential Information of the Business transferred (or exclusively licensed) to Buyer at Closing; provided, however, that this provision shall not preclude Seller, its Affiliates, and their employees from use or disclosure of information if (i) use or disclosure of such information shall be required by applicable Legal Requirement or Order of any Governmental Body (but only after notice to Buyer and affording Buyer a reasonable opportunity to obtain confidentiality or protective arrangements to the extent reasonably available), (ii) use or disclosure of such information is reasonably required in connection with any Proceeding against or involving Seller or its Affiliates or (iii) such information is included within the Shared Know-How Agreement.
Seller’s Confidentiality Obligations. Seller agrees that, for a period of five (5) years from and after the Closing Date, Seller shall, and shall cause its Representatives to, keep all confidential and proprietary information relating solely to SLC (“SLC Information”) confidential following the Closing Date. The provisions of this Section shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than by reason of a breach by Seller of its obligations under this Section. Furthermore, notwithstanding the foregoing, Seller may disclose the SLC Information to any of its Affiliates, provided such Affiliate shall be required to comply with the terms of this Section and Seller shall be liable for any breach by its Affiliates of this Section 7(b). Seller and its Representatives may also disclose the SLC Information in connection with any action or proceedings relating to any dispute arising under this Agreement, provided that a protective order or confidentiality agreement is sought in advance to prevent any further dissemination and disclosure of such SLC Information disclosed.
Seller’s Confidentiality Obligations
