Common use of Transferred Information Clause in Contracts

Transferred Information. (a) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the transactions contemplated herein. (b) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such use or disclosure. (c) In addition to its other obligations hereunder, Recipient covenants and agrees to: (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; (ii) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (A) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Laws, without notice to, or consent from, such individual; (iii) where required by Laws, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws. (d) Recipient shall at all times keep strictly confidential all Transferred Information provided to it and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient’s obligations hereunder and according to applicable Laws. (e) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.

Transferred Information. (a) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the parties shall will proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business of the Company and the Company Subsidiaries, and the completion of the transactions contemplated herein. (b) Each Disclosing Party covenants and agrees to, (i) protect the Transferred Information by security safeguards appropriate to the sensitivity of the information and (ii) upon request, use reasonable efforts to advise the Recipient of (A) all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and (B) all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Lawsapplicable Law, obtained the consent of such individual to such use or disclosure. (c) In addition to its other obligations hereunder, Recipient covenants and agrees to: : (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; ; (ii) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (A1) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Lawsapplicable Law, obtained the consent of such individual to such additional purpose, or (B2) such use or disclosure is permitted or authorized by Lawsapplicable Law, without notice to, or consent from, such individual; and (iii) where required by Lawsapplicable Law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws. (d) Recipient shall at all times keep strictly confidential all Transferred Information provided to it and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient’s obligations hereunder and according to applicable Laws. (e) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.

Transferred Information. (a) Each Disclosing Party acknowledges In addition to and confirms that notwithstanding its other obligations herein, the Company covenants and agrees, where the disclosure or transfer of Transferred Information is necessary for to a Buyer Party requires the purposes consent of, or the provision of determining if the parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the transactions contemplated herein. (b) Each Disclosing Party covenants and agrees notice to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates relates, to provide such notice and all additional documented purposes where the Disclosing Party has notified the individual of obtain such additional purpose, and where consents as are required by Laws, obtained law to authorize the consent disclosure of such individual the Transferred Information to such use or disclosurethe Buyer Party prior to Closing. (cb) In addition to and notwithstanding its other obligations hereunderherein, Recipient covenants the Buyer Parties each covenant and agrees agree to: : (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose purposes of reviewing reviewing, determining to proceed with and completing the transactions contemplated herein, including for and only collect, use and disclose such information to the purpose of determining extent necessary to complete meet such transactions; purposes and as authorized or permitted by law; (ii) after the completion of the transactions contemplated herein, : (A) collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated hereinrelates, unless unless: (A1) the Disclosing such Buyer Party or Recipient have has first notified such individual of such additional purpose, and where required by Lawslaw, obtained the consent of such individual to such additional purpose, or or (B2) such use or disclosure is permitted or authorized by Lawslaw, without notice to, or consent from, such individual; and (iiiB) where required by Lawslaw, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; the Buyer Parties; (iviii) return or destroy the Transferred Information, at the option of the Disclosing PartyCompany, should the transactions contemplated herein not be completed; and and (viv) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient such Buyer Party requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to to: (A) not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party Company has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Lawslaw, obtained the individual’s consent to same and to same; and (B) only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Lawslaw. (d) Recipient shall at all times keep strictly confidential all Transferred Information provided to it and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient’s obligations hereunder and according to applicable Laws. (e) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.