Common use of Transferred Information Clause in Contracts

Transferred Information. Each Party agrees to comply with its obligations under applicable Laws (including Privacy Laws) with respect to Transferred Information, and to the extent the following actions are required by Privacy Laws: (a) prior to the Closing Date, the Purchaser shall not use or disclose the Transferred Information for any purposes other than those related to determining if it shall proceed with the Transactions, the performance of this Agreement, or the consummation of the Transactions, and shall protect the security of all Transferred Information in a manner consistent with security safeguards appropriate to the sensitivity of the information; (b) following the Closing Date, the Parties (i) shall not use or disclose the Transferred Information for any purposes other than (A) those purposes for which the information was initially collected, permitted to be used or disclosed prior to the Closing Date, or for which additional consent was or is obtained, or (B) as otherwise permitted or required by applicable Laws; (ii) shall protect the security of all Transferred Information in a manner consistent with security safeguards appropriate to the sensitivity of the information; and (iii) shall give effect to any withdrawal of consent with respect to the Transferred Information; (c) the Purchaser shall notify the individuals to whom the Transferred Information relates, within a reasonable period of time after the Closing Date, that the Transactions has been completed and that the Transferred Information has been disclosed to the Purchaser; and (d) if the Transactions do not proceed, the Purchaser shall return to the Vendors or, at the Vendors’ request, securely destroy the Transferred Information within a reasonable time.

Appears in 1 contract

Samples: Share Purchase Agreement (OUTFRONT Media Inc.)

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Transferred Information. (a) Each Disclosing Party agrees to comply with its obligations under applicable Laws (including Privacy Laws) shall ensure that any Transferred Information with respect to Transferred Information, and which it is responsible for disclosing to a Recipient is necessary for the extent the following actions are required by Privacy Laws: (a) prior to the Closing Date, the Purchaser shall not use or disclose the Transferred Information for any purposes other than those related to of determining if it the Parties shall proceed with the Transactions, and if the performance of this Agreementdetermination is made to proceed with such Transactions, or to complete them. (b) Prior to the consummation completion of the Transactions, each of the Parties covenants and shall agrees to: (i) use and disclose the Transferred Information solely for the purpose of reviewing and completing the Transactions, including for the purpose of determining to complete such Transactions; (ii) protect the security of all Transferred Information in by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a manner consistent with security minimum, safeguards that are appropriate to the sensitivity of the information;Transferred Information; and (iii) if the Transactions do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party’s election, within a reasonable time. (bc) following After the Closing Datecompletion of the Transactions, the Parties Recipient agrees to: (i) shall not use or and disclose the Transferred Information under its control only for any purposes other than (A) those purposes for which the information Transferred Information was initially collected, permitted to be used or disclosed prior disclosed, unless: (A) the Disclosing Party or Recipient have first notified the individual about whom the Transferred Information related of any additional purpose, and where required by applicable Law, obtained the consent of such individual to the Closing Date, or for which such additional consent was or is obtainedpurpose, or (B) as otherwise such use or disclosure is permitted or required authorized by applicable LawsLaw, without notice to, or consent from, such individual; (ii) shall protect the security of all Transferred Information in under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a manner consistent with security minimum, safeguards that are appropriate to the sensitivity of the informationsuch Transferred Information; and (iii) shall give effect to any withdrawal of consent with respect to the Transferred Information; (c) the Purchaser shall notify the individuals made by an individual to whom the Transferred Information under its control relates. (d) Where required by applicable Law, within a reasonable period of time after the Closing Date, Company further agrees to promptly notify the individuals about whom the Transferred Information relates that the Transactions has been completed have taken place and that the their Transferred Information has been disclosed to the Purchaser; and (d) if the Transactions do not proceed, the Purchaser shall return to the Vendors or, at the Vendors’ request, securely destroy the Transferred Information within a reasonable timedisclosed.

Appears in 1 contract

Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp IV)

Transferred Information. (a) Each Disclosing Party agrees to comply with its obligations under applicable Laws (including Privacy Laws) shall ensure that any Transferred Information with respect to Transferred Information, and which it is responsible for disclosing to a Recipient is necessary for the extent the following actions are required by Privacy Laws: (a) prior to the Closing Date, the Purchaser shall not use or disclose the Transferred Information for any purposes other than those related to of determining if it the Parties shall proceed with the Transactions, and if the performance of this Agreementdetermination is made to proceed with such Transactions, or to complete them. (b) Prior to the consummation completion of the Transactions, each of the Parties covenants and shall agrees to: (i) use and disclose the Transferred Information solely for the purpose of reviewing and completing the Transactions, including for the purpose of determining whether to complete such Transactions; (ii) protect the security of all Transferred Information in by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a manner consistent with security minimum, safeguards that are appropriate to the sensitivity of the information;Transferred Information; and (iii) if the Transactions do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party’s election, within a reasonable time. (bc) following After the Closing Datecompletion of the Transactions, the Parties Recipient agrees to: (i) shall not use or and disclose the Transferred Information under its control only for any purposes other than (A) those purposes for which the information Transferred Information was initially collected, permitted to be used or disclosed prior disclosed, unless: (A) the Disclosing Party or Recipient has first notified the individual about whom the Transferred Information related of any additional purpose, and where required by applicable Law, obtained the consent of such individual to the Closing Date, or for which such additional consent was or is obtainedpurpose, or (B) as otherwise such use or disclosure is permitted or required authorized by applicable LawsLaw, without notice to, or consent from, such individual; (ii) shall protect the security of all Transferred Information in under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a manner consistent with security minimum, safeguards that are appropriate to the sensitivity of the informationsuch Transferred Information; and (iii) shall give effect to any withdrawal of consent with respect to the Transferred Information; (c) the Purchaser shall notify the individuals made by an individual to whom the Transferred Information under its control relates. (d) Where required by applicable Law, within a reasonable period of time after LG Parent further agrees to promptly notify the Closing Date, individuals about whom the Transferred Information relates that the Transactions has been completed have taken place and that the their Transferred Information has been disclosed to the Purchaser; and (d) if the Transactions do not proceed, the Purchaser shall return to the Vendors or, at the Vendors’ request, securely destroy the Transferred Information within a reasonable timedisclosed.

Appears in 1 contract

Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)

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Transferred Information. Each Party agrees to comply with its obligations under applicable Laws (including Privacy Laws) with respect to Transferred Information, and to the extent the following actions are required by Privacy Laws: (a) prior Prior to the Closing Datecompletion of the Transactions, each of the Purchaser shall not Parties covenants and agrees to: (i) use or and disclose the Transferred Information solely for any purposes other than those related to determining if it shall proceed with the purpose of reviewing and completing the Transactions, including for the performance purpose of this Agreement, or the consummation of the determining to complete such Transactions, and shall ; (ii) protect the security of all Transferred Information in by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a manner consistent with security minimum, safeguards that are appropriate to the sensitivity of the information;Transferred Information; and (iii) if the Transactions do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party’s election, within a reasonable time. (b) following After the Closing Datecompletion of the Transactions, the Parties Recipient agrees to: (i) shall not use or and disclose the Transferred Information under its control only for any purposes other than (A) those purposes for which the information Transferred Information was initially collected, permitted to be used or disclosed prior disclosed, unless: (A) the Disclosing Party or Recipient have first notified the individual about whom the Transferred Information related of any additional purpose, and where required by applicable Law, obtained the consent of such individual to the Closing Date, or for which such additional consent was or is obtainedpurpose, or (B) as otherwise such use or disclosure is permitted or required authorized by applicable LawsLaw, without notice to, or consent from, such individual; (ii) shall protect the security of all Transferred Information in under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a manner consistent with security minimum, safeguards that are appropriate to the sensitivity of the informationsuch Transferred Information; and (iii) shall give effect to any withdrawal of consent with respect to the Transferred Information; (c) the Purchaser shall notify the individuals made by an individual to whom the Transferred Information under its control relates. (c) Where required by applicable Law, within a reasonable period of time after the Closing Date, Company further agrees to promptly notify the individuals about whom the Transferred Information relates that the Transactions has been completed have taken place and that the their Transferred Information has been disclosed to the Purchaser; and (d) if the Transactions do not proceed, the Purchaser shall return to the Vendors or, at the Vendors’ request, securely destroy the Transferred Information within a reasonable timedisclosed.

Appears in 1 contract

Samples: Business Combination Agreement (Pyrophyte Acquisition Corp.)

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