Use of Evaluation Material and Confidentiality. (a) Purchaser hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating the Transaction, that the Evaluation Material shall be kept confidential and that Purchaser and its Representatives shall not disclose any of the Evaluation Material in any manner whatsoever, provided, however, that any of such information may be disclosed only to such of Purchaser’s Representatives who need to know such information for the sole purpose of evaluating the Transaction and who are informed that such information is confidential. In any event, Purchaser shall be responsible for (and shall indemnify, defend and hold Owner harmless from and against any liability, losses, or expenses caused by) any disclosure by any of its Representatives of any Evaluation Materials which if made by Purchaser would be a breach of this letter agreement, and Purchaser agrees, at its sole expense, to take all reasonable measures to prevent or restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material and such other information.
Use of Evaluation Material and Confidentiality. (a) Recipient agrees that it and its Representatives shall not use the Evaluation Material for any reason or purpose other than solely to evaluate, negotiate and consummate a Transaction. Further, Recipient agrees that it and its Representatives shall keep the Evaluation Material confidential and that neither Recipient nor any of its Representatives shall disclose any Evaluation Material in any manner whatsoever; provided, however, that Recipient may disclose Evaluation Material: (i) to such of its Representatives who (A) need to know such information for the purpose of evaluating, negotiating and consummating a Transaction, (B) are informed in advance by Recipient of the confidential nature of such information and are bound under a similar obligation of confidentiality to Recipient to keep the Evaluation Material confidential, and (C) agree in writing to be bound by the terms of this Agreement as if they were the Recipient hereunder; and (ii) to the extent expressly permitted by this Agreement.
Use of Evaluation Material and Confidentiality. (a) Prospective Buyer hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating whether to acquire the Property, that the Evaluation Material shall be kept confidential and that Prospective Buyer and its Representatives shall not disclose any of the Evaluation Material in any manner whatsoever and, that such information shall be disclosed only to such of Prospective Buyer's Representatives who need to know such information for the sole purpose of evaluating the purchase of the Property and who are informed that such information is confidential. In any event, Prospective Buyer shall be responsible for any disclosure by any of its Representatives of any Evaluation Materials which if made by Prospective Buyer would be a breach of this Agreement, and Prospective Buyer agrees, at its sole expense, to take all reasonable measures to prevent or restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In no event shall Prospective Buyer or its Representatives use the Evaluation Material except in connection with the subject purchase, and any other use of the Evaluation Material is strictly prohibited.
Use of Evaluation Material and Confidentiality. The Recipient shall keep the Evaluation Material strictly confidential and shall not use the Evaluation Material for any purpose other than to evaluate, negotiate, and consummate the Transaction. The Recipient shall not disclose or permit its Representatives to disclose any Evaluation Material except: (a) if required by law, regulation, or legal or regulatory process, and then only in accordance with Section 5; or (b) to its Representatives, to the extent necessary to permit such Representatives to assist the Recipient in evaluating, negotiating, and consummating the Transaction; provided that, the Recipient shall require each such Representative to be bound by the terms of this Agreement to the same extent as if they were parties hereto. Recipient shall be responsible for any breach of this Agreement by any of its Representatives except for breaches committed by any such Representative that has executed its own confidentiality agreement with the Disclosing Party with respect to the Transaction.
Use of Evaluation Material and Confidentiality. (a) The Recipient agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating and negotiating the possible Transaction, that neither Recipient nor any of its Representatives will use any of the Evaluation Material in any way that could be (directly or indirectly) detrimental to Protection One, and that the Evaluation Material will be kept confidential and that neither Recipient nor any of its Representatives will disclose any Evaluation Material in any manner whatsoever; provided, however, that Recipient may disclose Evaluation Material as follows: (i) to such of its Representatives who need such information for the purpose of evaluating and negotiating the possible Transaction, it being understood that such Representatives shall be informed in advance by Recipient of the confidential nature of such information; (ii) as expressly contemplated by this Agreement; and (iii) in all other cases, only if and to the extent that Protection One gives its prior written consent to such disclosure.
Use of Evaluation Material and Confidentiality. (a) Subject to Section 2(b) below, the Evaluation Material will be kept confidential by the Interested Party and its Representatives and will not, without the prior written consent of the Disclosing Party, be disclosed, in whole or in part, to any third party by the Interested Party or any of its Representatives in any manner whatsoever, and will not be used by the Interested Party or any of its 14605285_3|NATDOCS Representatives, directly or indirectly, for any purpose other than the Interested Party’s evaluation of the Proposed Transaction. In addition, the Interested Party hereby agrees to transmit Evaluation Material to only those of its Representatives who need to know the information for the purpose of evaluating the Proposed Transaction and are informed by the Interested Party of the confidential nature of the information. The Interested Party agrees not to make any such disclosure or transmission unless the Interested Party is satisfied that its Representatives will act in accordance with this Agreement. The Interested Party agrees that it will be responsible for any breach of any of the provisions of this Agreement by any of its Representatives and the Interested Party agrees to take, at its sole expense, all necessary measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material (including, without limitation, the initiation of court proceedings).
Use of Evaluation Material and Confidentiality. (a) Purchaser hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating the Transaction, that the Evaluation Material shall be kept confidential and that Purchaser and its Representatives shall not disclose any of the Evaluation Material in any manner whatsoever, provided, however, that any of such information may be disclosed only to such of Purchaser's Representatives who need to know such information for the sole purpose of evaluating the Transaction and who are informed that such information is confidential. In any event, Purchaser shall be responsible for any disclosure by any of its Representatives of any Evaluation Materials which if made by Purchaser would be a breach of this letter agreement, and Purchaser agrees, at its sole expense, to take all reasonable measures to prevent or restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material and such other information.
Use of Evaluation Material and Confidentiality. (a) Recipient agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of considering, evaluating, negotiating or financing the possible Transaction, that neither Recipient nor any of its Representatives will use any of the Evaluation Material for any other purpose, and that neither Recipient nor any of its Representatives will disclose any Evaluation Material in any manner whatsoever to any third party except as provided below, and Recipient further agrees that it will implement appropriate procedures and disciplines (comparable to the procedures and disciplines it uses to protect its own confidential information) to safeguard against improper disclosure of the Evaluation Material; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Recipient may disclose Evaluation Material as follows: (i) to such of its Representatives who are determined by Recipient, in its good faith judgment, taking into account the confidential nature of such information, to need such information for the purpose of assisting Recipient in considering, evaluating, negotiating or financing the possible Transaction, it being understood that such Representatives shall be informed in advance by Recipient of the confidential nature of such information; (ii) as expressly contemplated by this Agreement; and (iii) in all other cases, only if and to the extent that the Company gives its prior written consent to such disclosure.
Use of Evaluation Material and Confidentiality. (a) The Parties hereto agree that the Receiving Party and its Representatives shall use the Evaluation Material of the Disclosing Party solely in connection with the purposes set forth in Contract 2 and that the Evaluation Material will be kept confidential and the Receiving Party further agrees to protect the Evaluation Material against disclosure; provided however that the Receiving Party may disclose Evaluation Material as follows: (i) to such of its Representatives who need such information to assist the Receiving Party in its evaluation, it being understood that such Representatives shall be informed at the time of disclosure by the Receiving Party of the confidential nature of such information; (ii) as expressly contemplated by this Agreement; and (iii) to the extent that the Disclosing Party gives its prior written consent to such disclosure.
Use of Evaluation Material and Confidentiality. (a) You hereby agree that you and your Representatives will use the Evaluation Material solely for the purpose of evaluating the Transaction, that the Evaluation Material will be kept confidential and that neither you nor any of your Representatives will disclose any of the Evaluation Material in any manner whatsoever; provided, however, that you may disclose Evaluation Material (i) to such of your Representatives who need such information for the sole purpose of evaluating the Transaction, who agree in writing to keep such information confidential and who are provided with a copy of this letter agreement and agree in writing to be bound by the terms hereof to the same extent as if they were parties hereto, and (ii) in all other cases, to the extent that the Company gives its prior written consent to such disclosure. You agree that you will be responsible for any breach of this letter agreement by any of your Representatives and you agree to take, at your sole expense, all necessary measures to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material (including, without limitation, the initiation of court proceedings).
