Treatment of Information. (a) Certain of the Lenders may enter into this Agreement and take or not take action hereunder or under the other Loan Documents on the basis of information that does not contain material non-public information with respect to any of the Loan Parties or their securities (“Restricting Information”). Other Lenders may enter into this Agreement and take or not take action hereunder or under the other Loan Documents on the basis of information that may contain Restricting Information. Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Neither the Administrative Agent nor any of its Affiliates shall, by making any Communications (including Restricting Information) available to a Lender, by participating in any conversations or other interactions with a Lender or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information or Communication does or does not contain Restricting Information nor shall the Administrative Agent or any of its Affiliates be responsible or liable in any way for any decision a Lender may make to limit or to not limit its access to Restricting Information. In particular, none of the Administrative Agent nor any of its Affiliates (i) shall have, and the Administrative Agent, on behalf of itself and each of its Affiliates, hereby disclaims, any duty to ascertain or inquire as to whether or not a Lender has or has not limited its access to Restricting Information, such Lender’s policies or procedures regarding the safeguarding of material, nonpublic information or such Lender’s compliance with applicable laws related thereto or (ii) shall have, or incur, any liability to any Loan Party or Lender or any of their respective Affiliates arising out of or relating to the Administrative Agent or any of its Affiliates providing or not providing Restricting Information to any Lender.
(b) Each Lender acknowledges that circumstances may arise that require it to refer to Communications that might contain Restricting Information. Accordingly, each Lender agrees that it will nominate at least one designee to receive Communications (including Restricting Information) on its behalf and identify such designee (including such designee’s c...
Treatment of Information. 2.1 The Employee acknowledges that in his position, or in any other position the Employee may hold, in and as a result of the Employee's relationship with ViRexx, the Employee shall, or may be making use of, acquiring or adding to Confidential Information about certain matters and things which are confidential to ViRexx and which information is the exclusive property of ViRexx.
2.2 As a material inducement for ViRexx to retain the services of the Employee, the Employee agrees that during his term as an Employee with ViRexx, and for a term of five (5) years following the date of expiry or termination of the Employment Agreement or expiry or termination of any extension or renewal thereof, the Employee shall not, except with the prior written consent of ViRexx, which consent may be arbitrarily withheld, or except if the Employee is acting in the course of his duties on behalf and for the benefit of ViRexx in connection with ViRexx's business practices and policies, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose, or cause to be disclosed, divulged, revealed, reported, published, transferred or used for any purpose, the Confidential Information which has been obtained, created, learned or disclosed by, or to, the Employee.
2.3 Disclosure of any Confidential Information of ViRexx by the Employee shall not be prohibited if the disclosure is directly pursuant to a valid and existing order of a governing court or other governmental body or agency within Canada; provided, however that:
(i) the Employee shall first provide immediate written notice to ViRexx of any possible or prospective order, or proceeding pursuant to which any order may result; and
(ii) ViRexx shall have been afforded a reasonable opportunity to prevent or limit any disclosure.
Treatment of Information. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) at the request of the Administrative Agent, all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.
Treatment of Information. 2.1 The Employee acknowledges that in his position, or in any other position the Employee may hold, in and as a result of the Employee's relationship with ViRexx, the Employee shall, or may be making use of, acquiring or adding to Confidential Information about certain matters and things which are confidential to ViRexx and which information is the exclusive property of ViRexx.
2.2 As a material inducement for ViRexx to retain the services of the Employee, the Employee agrees that during his term as an Employee with ViRexx, and for a term of five (5) years following the date of expiry or termination of the Employment Agreement or expiry or termination of any extension or renewal thereof, the Employee shall not, except with the prior written consent of ViRexx, which consent may be arbitrarily withheld, or except if the Employee is acting in the course of his duties on behalf and for the benefit of ViRexx in connection with ViRexx's business practices and policies, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose, or cause to be disclosed, divulged, revealed, reported, published, transferred or used for any purpose, the Confidential Information which has been obtained, created, learned or disclosed by, or to, the Employee.
Treatment of Information. Any Information furnished to you or any of your Representatives by a representative of the Company will be deemed for purposes of this agreement to have been furnished by the Company. You will keep a record in reasonable detail of the Information furnished to you and of the location of the Information. As soon as possible upon the Company's written request or upon the termination of the Evaluation, you will return to the Company all written information which has been provided to you and will destroy (or, at our option, return to the Company) all written documentation prepared by you or your Representatives based in whole or in part on any Information. Such destruction (or return) will be confirmed in writing to the Company. Notwithstanding the return or destruction of any Information, or documents or materials containing or reflecting any Information, you will continue to be bound by your obligations of confidentiality and other obligations hereunder.
Treatment of Information. Except as otherwise provided herein, neither Party will use the Confidential Information other than for the purpose of evaluating, negotiating and consummating the proposed Transaction. The Confidential Information that is written, except for that portion that may be found in analyses, compilations, studies or other documents prepared by or for a Party, will be returned to the other Party immediately upon such other Party’s request and no copies shall be retained by such Party or its Representatives. That portion of the Confidential Information that is found in analyses, compilations, studies or other documents prepared by or for a Party, the Confidential Information that is oral and the Confidential Information that is not so requested or returned will be held by such Party and kept subject to the terms of this agreement or destroyed.
Treatment of Information. For purposes of section 552 of title 5, United States Code, this section shall be consid- ered a statute described in subsection (b)(3) of such section 552.
Treatment of Information. Disclosing Party shall use reasonable efforts to mark Confidential Information disclosed in tangible form as "Confidential" or "Proprietary" and to reduce to writing within 30 days all Confidential Information that is disclosed orally; provided, however, that a failure to do so shall not affect the status of such information as Confidential Information under this Agreement. A Recipient shall keep all Confidential Information strictly confidential and shall protect such Confidential Information from disclosure using the same degree of care used to protect its own Confidential Information, but in any case using no less than a reasonable degree of care. A Recipient may disclose Confidential Information to its affiliates who agree, in writing, to be bound by this Agreement, and to its employees and contractors who have a need to know for the purpose of this Agreement, and who are bound in writing to protect the Confidential Information from unauthorized use and disclosure. A Recipient agrees to advise any such authorized recipients of Confidential Information of the terms of this Agreement and its obligations under this Agreement. All obligations with respect to the Confidential Information shall survive the termination of this Agreement as set forth in Section 11 hereof.
Treatment of Information. (a) Each Party shall, and shall cause all other persons providing or receiving Services or having access to Information of the other Party to, (i) maintain the confidentiality of the disclosing Party’s Information in accordance with Article VII of the Separation Agreement, and (ii) comply with all other applicable provisions of Article VII of the Separation Agreement in the performance of its duties and obligations under this Agreement.
(b) Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.
Treatment of Information. 5.1 The Employee acknowledges that as a result of the Employee's employment by the Employer, the Employee may be making use of, acquiring, or adding to Confidential Information.
5.2 The Employee agrees that the Employee shall not, except with the prior written consent of the Employer, or except if the Employee is acting solely for the benefit of the Employer in connection with the Employer's business and in accordance with the Employer's business practices and employment policies, at any time during or following the term of the Employee's employment by the Employer, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose any of the Confidential Information which has been obtained or disclosed to the Employee as a result of the Employee's employment by the Employer, including any of the information referred to in Paragraph 2.1.
5.3 Disclosure of any information of the Employer shall not be prohibited if the disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within Canada; provided, however, that (a) the Employee shall first have given prompt notice to the Employer of any possible or prospective order (or proceeding pursuant to which any order may result); and (b) the Employer shall have been afforded a reasonable opportunity to prevent or limit any disclosure.
5.4 The Employee will not remove any Confidential Information from the Office unless permitted by the Employer.
5.5 As used in this Agreement, the term "Employer" shall also include any corporation or entity which is a parent, subsidiary or affiliate of the Employer. The Employee consents to the enforcement of any and all of the provisions of this Agreement by, or for the benefit of, the Employer and any other corporation or entity as to any Confidential Information.
