ENTIRE AGREEMENT; CONFIDENTIALITY UNDERTAKING Sample Clauses

ENTIRE AGREEMENT; CONFIDENTIALITY UNDERTAKING. This Agreement (including all Exhibits hereto and any documents to be delivered at Closing) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto, except for the Confidentiality Agreement dated February 3, 2000, which will remain in full force and effect until the Closing Date or, if this Agreement is (in its entirety or with respect to certain Divisions) terminated pursuant to Article 10 hereof, beyond the date of such termination. Upon request of any Purchaser, Sellers will assign, or cause E.ON AG to assign, or, if such assignment is not possible, enforce, or cause E.ON AG to enforce, for Purchasers' account and at their expense, any rights of the Sellers or E.ON AG against any third party for a breach of any confidentiality undertaking assumed by such third party in connection with the sale of the Group.
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Related to ENTIRE AGREEMENT; CONFIDENTIALITY UNDERTAKING

  • Confidentiality Undertaking You undertake:

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this Agreement.

  • Prior Confidentiality Agreement As of the Effective Date, the terms of this Article 13 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties (or their Affiliates) relating to the subject of this Agreement, including the Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

  • Confidentiality Agreement As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Employee Proprietary Information and Inventions Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply.

  • Confidentiality of the Agreement The parties agree that the terms and provisions of this Agreement shall be kept confidential and shall be disclosed only to those persons and entities as required by law or as permitted by the other party hereto. The parties may, however, disclose the existence of this Agreement to any person or entity.

  • Confidentiality of Agreement Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

  • Confidentiality; Publicity Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement and the transactions contemplated hereby in the form attached hereto as Exhibit J. Except for the press release referenced in the preceding sentence and as otherwise required by Law or applicable requirements of any stock exchange, no press release or public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business relations of the Company Entities or Purchasers shall be issued or made without the joint approval of Purchasers and Seller, which approval shall not be unreasonably withheld or delayed, and the parties shall use reasonable efforts to agree upon the text of any such press release or public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release or public announcement and such omission shall not be used as a basis for withholding approval of such press release or public announcement. Notwithstanding the foregoing, each party may make announcements and communications regarding this Agreement and the transactions contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties.

  • Confidentiality Provisions (a) Each Management Stockholder acknowledges, represents, and agrees that: (i) the Company’s financial statements and any other Confidential Information (as defined below) that the Company may, in its sole discretion, furnish to the Stockholders contain confidential, proprietary, and material nonpublic information about the Company; (ii) it shall keep the Confidential Information and all information therein secret and confidential; (iii) it shall hold same in accordance with its customary procedures, if any, for handling confidential information on investments; (iv) it shall not disclose the Confidential Information or any information therein to anyone except (A) to its Affiliates (that do not compete with, or engage in any of the same businesses as, the Company), officers, directors, employees, agents or advisors, who are directly involved in the administration of its stockholding in the Company, all of whom must be advised of and agree to adhere to the terms of this Section 6, (B) as required by law, or (C) as requested or required by any provincial, state, federal, national or foreign authority or examiner regulating banks or banking or claiming to have the authority to regulate banks or banking; (v) it shall be responsible for any breach of the terms of this Section 6 committed to anyone to whom it disclosed the Confidential Information or any information therein; (vi) it shall not use the Confidential Information or any information therein for any purpose other than for appropriate purposes in connection with its stockholding in the Company; and (vii) in the event of any breach of the terms of this Section 6, the Company shall be entitled to specific performance and/or injunctive relief (without bond) as a remedy for any such breach, in addition to all other remedies available at law or in equity, and shall be entitled to reimbursement of all legal fees and litigation expenses incurred in enforcing the terms of this Section 6.

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Confidentiality of Agreement Terms The terms of this Agreement shall be held in strict confidence by Employee and shall not be disclosed by Employee to anyone other than Employee’s spouse, Employee’s legal counsel and Employee’s other advisors, unless required by law. Further, except as provided in the preceding sentence, Employee shall not reveal the existence of this Agreement or discuss its terms with any person (including but not limited to any employee of Employer or its Affiliates) without the express authorization of the President of Employer, provided that Employee shall advise any prospective new employer of the existence of Employee’s non-competition, confidentiality and similar obligations under this Agreement. To the extent that the terms of this Agreement have been disclosed by Employer, in a public filing or otherwise, the confidentiality requirements of this Section 21 shall no longer apply to such terms.

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