Use of Information; Confidentiality Sample Clauses

Use of Information; Confidentiality. As a result of the provision of Services to Buyer hereunder or any access to books and records contemplated by this Agreement or otherwise after the performance of this Agreement, the Parties hereto and their respective Affiliates may receive, have access to or obtain Confidential Information relating to any other Party. Each of the Parties shall, and shall cause each of its Affiliates to, (i) keep confidential any such Confidential Information, except to the extent such information (a) is or becomes public, except through the disclosure of such information by any Party or any of its Affiliates; (b) becomes available to any Party or any of its Affiliates from a third party that is not, to the knowledge of such Party, required to keep such information confidential; or (c) is required to be disclosed by any Party or any of its Affiliates pursuant to any law, rule, regulation or court order; provided that, to the extent consistent with that law, rule, regulation or court order, such Party or the relevant Affiliate shall give the other Party or Parties prior notice of that impending disclosure and the opportunity to object to or minimize that disclosure; (ii) distribute any such Confidential Information only to those of its own employees and officers and agents who have a reasonable need for it; and (iii) not use such Confidential Information in any manner except for the purpose provided.

Use of Information; Confidentiality. Each party hereby covenants and agrees that neither it nor any of its affiliates will, directly or indirectly, disclose or furnish to any Person, any proprietary information of, or confidential information concerning, the other party or any of its affiliates; provided, however, that this covenant of non-disclosure shall not apply to information (i) which is, or at any time becomes, available in the public domain (other than as a result of disclosure by the recipient party or any of its affiliates), (ii) which has been lawfully acquired by the recipient party from a third party not under a confidentiality obligation with respect to such information to the other party or its affiliates, (iii) which is required to be disclosed by law or court or administrative court (provided that the recipient party give the other party notice of such required disclosure and a reasonable opportunity to take steps to maintain the confidentiality thereof), or (iv) which the other party expressly authorizes the recipient party to disclose in writing prior to such disclosure. Upon termination of this Agreement, each party will return to the other party (or certify that it has destroyed) all copies of such confidential information, including, but not limited to, financial information, customer lists, business and corporate records, worksheets, test reports, tax returns, lists, memoranda, and other documents prepared by or made available in connection with this Agreement. This provision shall survive the termination of this Agreement.

Use of Information; Confidentiality. Each of Park and Vision Bancshares agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03(a) and any other filings with Governmental Authorities or Regulatory Authorities required in order to complete the transactions contemplated by this Agreement, or as required in order to comply with applicable Laws or the rules of any national securities exchange or market where each party’s securities are traded, all information (collectively, the “Information”) received by each of Vision Bancshares and Park (as well as their respective representatives, successors and assigns), pursuant to the terms of this Agreement shall be kept in strictest confidence; provided, however, that subsequent to the filing of the Registration Statement with the SEC, this Section 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Vision Bancshares under Section 6.03. Vision Bancshares and Park agree, for themselves and their respective representatives, successors and assigns, that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of all applicable Laws, each party will keep confidential, and will cause its representatives, successors and assigns, to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless and only to the extent such Information (i) was already known to such party on a nonconfidential basis prior to disclosure, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such Information pertains, (iv) is or becomes readily ascertainable from published information or trade sources, or (v) is such that such party is required by Law or court order to disclose. If any party is required or reasonably believes that it is re...

Use of Information; Confidentiality. A Sales Agent may not provide any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence (collectively, the “Information”), to any third party other than its legal counsel advising it on this Agreement unless expressly approved by the Company in writing. Each Sales Agent agrees to use the same measures to protect the confidentiality of the Information that it uses to protect the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care.

Use of Information; Confidentiality. The NovaBay agrees to furnish (or use reasonable efforts to cause other parties to furnish) PM with such information as it reasonably requests in connection with PM’s performance of the Services (the “Information”). The NovaBay agrees to inform PM upon becoming aware that any of the Information is materially inaccurate, incomplete or misleading during the Term and NovaBay agrees that PM bears no responsibility for the accuracy and completeness of the Information and that PM will be using and relying on the Information without performing independent verification or evaluation of any part of the Information. PM will treat all non-public Information confidentially and will not disclose such Information except (i) as necessary to perform the Services to PM’s officers, employees, agents and representatives, who shall be bound by like confidentiality requirements (ii) with NovaBay’s prior consent, (iii) if such Information is made publicly available other than by PM in violation of this Agreement, or (iv) as is otherwise required by law or judicial or regulatory process.

Use of Information; Confidentiality. Each of Falls and Sky agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information (collectively, the “Information”) received by each of Falls and Sky, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided, however, that, subsequent to the filing of the Registration Statement with the SEC, this Section 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy/Prospectus to be sent to the shareholders of Falls and Sky under Section 6.03. Falls and Sky agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of Law, each party shall keep confidential, and shall cause its representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such Information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains, (iv) is or becomes readily ascertainable from published information or trade sources or (v) is such that such party is required by Law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this Section 6.05(c) by (A) Law, (B) any court of competent jurisdiction or (C) any inquiry or investigation by any Governmental Authority that is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (1) is notified of a request for such disclosure from the relevant Governmental Authority or (2) dete...

Use of Information; Confidentiality. The Company will furnish Benchmark such written information as Benchmark reasonably requests in connection with the performance of their services hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder, Benchmark will use and rely entirely upon such information as well as publicly available information regarding the Company and other relevant third parties and that Benchmark does not assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly available or otherwise furnished to it, concerning the Company or otherwise relevant to the Offering including, without limitation, any financial information, forecasts or projections considered by Benchmark in connection with the provision of their services. Benchmark agrees that all nonpublic information obtained in connection with their engagement hereunder will be held in strict confidence and will be used by it solely for the purposes of performing their obligations relating to their engagement hereunder; provided, that nothing herein shall prevent Benchmark from disclosing any such information (a) in accordance with an order of any court or administrative agency or in any pending legal or administrative proceeding, or (b) to the extent that such information (i) was or becomes publicly available other than by reason of disclosure by Benchmark in violation of this Agreement or (ii) was or becomes available to Benchmark or their affiliates from a source that is not known by Benchmark to be subject to a confidentiality obligation to the Company. This undertaking by Benchmark shall automatically terminate one (1) year following the last to occur of the completion of the Offering or termination of the engagement hereunder. At the request of the Company, Benchmark will execute a commercially reasonable nondisclosure agreement in connection with the delivery and use of such information. At Company’s request, Benchmark will promptly return to the Company, or destroy, any and all materials containing such confidential information except to the extent that Benchmark are required to maintain such information in accordance with legal or regulatory requirements or consistent with Benchmark’s data retention policies.

Use of Information; Confidentiality. (a) To the extent obtained by Buyer or Agere and their respective Affiliates as a result of the provision of Services to Buyer hereunder, each of Buyer and Agere shall, and shall cause their respective Affiliates to, hold all confidential or Proprietary Information relating to the other party confidential. (b) It is understood that, prior to, during or after performance of this Agreement, each party’s personnel may unavoidably receive or have access to private or confidential information of the other party, including the other’s operations, which is not specifically covered by the foregoing or by the Purchase Agreement or the other Collateral Agreements. Each party agrees that all such information will be subject to the provisions of this Section 4 and other relevant provisions of said agreements between the parties and that its personnel will comply with all reasonable requirements of the other party, including requirements related to identification badges and sign-in procedures. (c) Agere data systems used to perform the Services provided hereunder are confidential and proprietary to Agere or third parties. Buyer shall treat these data systems and all related procedures and documentation as confidential and proprietary to Agere or its Third Party vendors. (d) Buyer agrees that: (i) all data systems procedures and related materials provided to Buyer are for Buyer’s internal use only and only as specifically related to the Services; (ii) title to all data systems used in performing the Services provided hereunder shall remain in Agere or its Third Party vendors or with such other party as is then the owner of such data systems; and (iii) Buyer shall not copy, modify, reverse engineer, decompile or in any way alter data systems without Agere’s express written consent.

Use of Information; Confidentiality. Agent shall hold all information received from Company in connection with this Agreement in strict confidence and shall not disseminate or share that information with third-parties, other than in connection with the performance of its obligations under this Agreement. Agent shall use non-public information only in the performance of its duties under this Agreement.

Use of Information; Confidentiality. (a) To the extent obtained by Buyer Sub or Seller and their respective affiliates as a result of the provision of Services to Buyer Sub hereunder, each of Buyer Sub and Seller shall, and shall cause their respective affiliates to, hold all confidential or proprietary information relating to the other party confidential and Seller shall, and shall cause their respective affiliates to, hold all confidential or proprietary information relating to the Division confidential and, except as otherwise indicated below, will not disclose any of such information to any party for a period of five (5) years from the date of the Asset Purchase Agreement, unless legally compelled or required to disclose such information, in which event the party legally compelled or required to disclose shall provide the other party with written notice of such legal compulsion to disclose and shall use reasonable commercial efforts to afford the other party a reasonable period of time to contest such disclosure. Seller shall use reasonable commercial efforts to restrict access to Buyer Sub's confidential or proprietary information to those employees of Seller requiring access for the purpose of providing Services to Buyer Sub hereunder and to those employees of Seller requiring access to such information in connection with the regular performance of their duties. (b) It is understood that, prior to, during or after performance of this Agreement, each party's personnel may unavoidably receive or have access to private or confidential information of the other party, including other operations, which is not specifically covered by the foregoing or by the Asset Purchase Agreement. Each party agrees that all such information will be subject to the provisions of this Section 4 and other relevant provisions of said agreements between the parties and that its personnel will comply with all reasonable requirements of Seller or Buyer Sub, including identification badges and sign-in procedures, in connection therewith.