The Receiving Party’s Obligations. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information—
The Receiving Party’s Obligations. The Receiving Party agrees that it will, with respect to Confidential Information: (a) treat such Confidential Information as strictly confidential; (b) use such Confidential Information only for the purpose of evaluating a Transaction or the Business or performing the prospective business arrangements between the parties contemplated by a Transaction or the Business; (c) protect such Confidential Information, whether in storage or in use, with the same degree of care as the Receiving Party uses to protect its own confidential information against unauthorized disclosure, publication or dissemination, but in no case with less than reasonable care; and (d) not, without the written consent of the Disclosing Party, disclose, disseminate or otherwise furnish such Confidential Information to any third party, except to such employees, counsel, advisors, representatives and agents of Receiving Party who have a reasonable need to know such Confidential Information for the purpose of evaluating a Transaction or the Business or performing the prospective business arrangements between the parties contemplated by a Transaction or the Business, who have been informed of the confidential nature of such Confidential Information and who have agreed in writing to assume the confidentiality obligations described in this Section 2 with respect to such Confidential Information. Notwithstanding the foregoing, this Agreement will not prohibit the disclosure of Confidential Information by the Receiving Party to the extent that the Receiving Party is obligated to disclose such Confidential Information by applicable law or regulation or under an order of a court of competent jurisdiction or a valid governmental subpoena; provided that the Receiving Party, to the extent that it may legally to so, promptly notifies the Disclosing Party of such obligation and uses commercial reasonable efforts to afford the Disclosing Party a reasonable opportunity to interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information being disclosed or that such other action as it deems appropriate to protect such Confidential Information. In the event of any unauthorized disclosure of, loss of, or inability to account for, and Confidential Information, the Receiving Party shall notify the Disclosing Party promptly upon becoming aware thereof, take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize the violat...
The Receiving Party’s Obligations. The Receiving Party agrees:
The Receiving Party’s Obligations under Section 10.1 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party;
The Receiving Party’s Obligations under Section 9.1 above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, use of, or reference to the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose certain Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) pre-approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that, to the extent legally permissible, the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
The Receiving Party’s Obligations. The Receiving Party agrees that it will, with respect to the Confidential Information of the Disclosing Party: (i) treat such Confidential Information as strictly confidential; (ii) use such Confidential Information only for the purpose of evaluating the Transaction or performing the prospective business arrangements between the parties contemplated by the Transaction; (iii) protect such Confidential Information, whether in storage or in use, with the same degree of care as the Receiving Party uses to protect its own confidential information against unauthorized disclosure, publication or dissemination, but in no case with less than reasonable care; and
The Receiving Party’s Obligations. The Receiving Party hereby undertakes towards the Disclosing Party as follows:
