Common use of Nondisclosure of Confidential Information Clause in Contracts

Nondisclosure of Confidential Information. Company and Shareholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of Pentegra that is valuable, special and unique assets of Pentegra's businesses. Company and Shareholders agree that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or Shareholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and Shareholders shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company and Shareholders reasonably believe that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and Shareholders are the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or Shareholders of the provisions of this SECTION 13, Pentegra shall be entitled to an injunction restraining Company and Shareholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 shall survive the termination of this Agreement.

Appears in 17 contracts

Samples: Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Agreement and Plan of Reorganization (Pentegra Dental Group Inc)

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Nondisclosure of Confidential Information. Company Dentist recognizes and Shareholders recognize and acknowledge acknowledges that they it had in the past, currently have, and in the future may possibly have, access to certain confidential information of Pentegra that is valuable, special and unique assets of Pentegra's businesses. Company and Shareholders agree Dentist agrees that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or ShareholdersDentist, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and Shareholders Dentist shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company and Shareholders Dentist reasonably believe believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and Shareholders are Dentist is the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or Shareholders Dentist of the provisions of this SECTION 13, Pentegra shall be entitled to an injunction restraining Company and Shareholders Dentist from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 shall survive the termination of this Agreement.

Appears in 13 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

Nondisclosure of Confidential Information. Company Dentist recognizes and Shareholders recognize and acknowledge acknowledges that they it had in the past, currently havehas, and in the future may possibly have, access to certain confidential information of Pentegra that is valuable, special and unique assets of Pentegra's businesses. Company and Shareholders agree Dentist agrees that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or ShareholdersDentist, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and Shareholders Dentist shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto hereto, at their sole cost and expense, with the opportunity to contest such disclosure, (iii) Company and Shareholders Dentist reasonably believe believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and Shareholders are Dentist is the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or Shareholders Dentist of the provisions of this SECTION 13, Pentegra shall be entitled to an injunction restraining Company and Shareholders Dentist from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

Nondisclosure of Confidential Information. Company Contributor and Shareholders Partners recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of Pentegra that is valuable, special and unique assets of Pentegra's businesses. Company Contributor and Shareholders Partners agree that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company Contributor or ShareholdersPartners, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company Contributor and Shareholders Partners shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company Contributor and Shareholders Partners reasonably believe that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company Contributor and Shareholders Partners are the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company Contributor or Shareholders Partners of the provisions of this SECTION 13, Pentegra shall be entitled to an injunction restraining Company Contributor and Shareholders Partners from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

Nondisclosure of Confidential Information. Company and The Shareholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of Pentegra Premier and Surviving Corporation that is valuable, special and unique assets of PentegraPremier's and Surviving Corporation's businesses. Company and The Shareholders hereby agree that it they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or the Shareholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and the Shareholders shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company and the Shareholders reasonably believe that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and the Shareholders are the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or the Shareholders of the provisions of this SECTION 13Section 11, Pentegra Premier or Surviving Corporation shall be entitled to an injunction restraining Company and the Shareholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra Premier or Surviving Corporation from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Orthalliance Inc)

Nondisclosure of Confidential Information. Company and The Shareholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of Pentegra Better Image and Surviving Corporation that is a valuable, special and unique assets asset of PentegraBetter Image's and Surviving Corporation's businesses. Company and The Shareholders hereby agree that it they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or the Shareholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and the Shareholders shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company and the Shareholders reasonably believe that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and the Shareholders are the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or the Shareholders of the provisions of this SECTION 13Section 11, Pentegra Better Image or Surviving Corporation shall be entitled to an injunction restraining Company and the Shareholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra Better Image or Surviving Corporation from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Form of Agreement and Plan of Reorganization (Plastic Surgery Co)

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Nondisclosure of Confidential Information. Company Each party hereto recognizes and Shareholders recognize and acknowledge acknowledges that they he had in the past, currently havehas, and in the future may possibly have, access to certain confidential information of Pentegra the other parties hereto that is valuable, special and unique assets of Pentegra's such other parties respective businesses. Company and Shareholders agree Each party hereto agrees that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or Shareholdersthe disclosing party, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and Shareholders the disclosing party shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company and Shareholders the disclosing party reasonably believe believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and Shareholders are the disclosing party is the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or Shareholders any party of the provisions of this SECTION 13Section 11, Pentegra the other parties shall be entitled to an injunction restraining Company and Shareholders such disclosing party from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra any non-disclosing party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Homestar Corp)

Nondisclosure of Confidential Information. Company (a) Seller recognizes and Shareholders recognize and acknowledge that they acknowledges it had in the past, currently havehas, and in the future may possibly have, access to certain confidential information of Pentegra the PRG Group that is constitutes valuable, special and unique assets of Pentegrathe PRG Group's businesses. Company and Shareholders agree Seller agrees that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company or ShareholdersSeller, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company and Shareholders Seller shall, if possible, give prior written notice thereof to the other parties heretoPurchaser, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company and Shareholders Seller reasonably believe believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company and Shareholders are Seller is the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company or Shareholders Seller of the provisions of this SECTION Section 13, Pentegra Purchaser shall be entitled to an injunction restraining Company and Shareholders Seller from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION Section 13 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Physicians Resource Group Inc)

Nondisclosure of Confidential Information. Company Contributors and Shareholders Shareholder recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of Pentegra that is valuable, special and unique assets of Pentegra's businesses. Company Contributors and Shareholders Shareholder agree that it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of Company Contributors or ShareholdersShareholder, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), Company Contributors and Shareholders Shareholder shall, if possible, give prior written notice thereof to the other parties hereto, and provide such other parties hereto with the opportunity to contest such disclosure, (iii) Company Contributors and Shareholders Shareholder reasonably believe that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) Company Contributors and Shareholders Shareholder are the sole and exclusive owner of such confidential information as a result of the transactions contemplated hereunder or otherwise. In the event of a breach or threatened breach by Company Contributors or Shareholders Shareholder of the provisions of this SECTION 13, Pentegra shall be entitled to an injunction restraining Company Contributors and Shareholders Shareholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Pentegra from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. The obligations of the parties under this SECTION 13 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc)

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