Evaluation Material shall have the meaning ascribed thereto in Section 6.3(a).
Evaluation Material has the meaning set forth in the Confidentiality Agreement.
Evaluation Material has the meaning set forth in Section 5.2(b).
Examples of Evaluation Material in a sentence
For the avoidance of doubt, Recipient is not required to deliver the Deposit in order to access the Evaluation Material.
Neither Party shall have any obligation to commence or continue discussions or negotiations, to provide or receive any Evaluation Material, to reach or execute any agreement or to refrain from entering into or continuing any discussions, negotiations and/or agreements at any time.
Recipient acknowledges and agrees that any Evaluation Material (as defined below) that may be provided by or on behalf of the Disclosing Party or the Company to the Recipient during the course of any discussions or negotiations regarding a Transaction is proprietary and highly confidential and that the unrestricted disclosure of such Evaluation Material would result in substantial and irreparable harm to the Disclosing Party and the Company, which harm would be extremely difficult to quantify.
The Disclosing Party and its Representatives expressly disclaim any duty (express or implied) to update, supplement, or correct any Evaluation Material disclosed under this Agreement regardless of the circumstances.
In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that contain, reflect, or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby.
More Definitions of Evaluation Material
Evaluation Material has the meaning set forth in Section 6.3(a).
Evaluation Material shall have the meaning set forth in Section 9.10(a).
Evaluation Material means any information, documents or materials regarding any Seller or the Company or any of its Subsidiaries furnished or made available to Buyer and its Representatives in any “data rooms”, “virtual data rooms” or management presentations or in any other form or manner (whether in writing, by e-mail, orally, visually or otherwise) in expectation of, or in connection with, the Contemplated Transactions, including the confidential information presentation and management presentation provided by the Financial Advisors and the legal summary provided by the Company.
Evaluation Material means (a) any information (whether in written, verbal, graphic, electronic, or other form) that is confidential and proprietary to the Company, including, but not limited to, products, product plans, market studies, reports, documentation, drawings, computer programs, customer and supplier lists, price lists, designs, creations, models, business materials, work-in-progress, methods of manufacture, and trade secrets, and (b) all information relating to the Company or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company, its advisors or otherwise), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel, in each case disclosed or furnished by or on behalf of the Company to you or to your Representatives before, on or after the date hereof, whether or not marked or designated as confidential or proprietary. Evaluation Material shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can conclusively demonstrate through written records (a) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives in violation of this letter agreement, (b) was within your possession and developed by you prior to it being furnished to you by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (c) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you to be bound by a confidentiality agreement or other contractual, legal, or fiduciary obligation of confidentiality with respect to such information or (d) has been or is subsequently independently developed by you or your Representatives without violating any obli...
Evaluation Material means all information concerning Owner or the Property (whether prepared by Owner, its Representatives or otherwise and irrespective of the form of communication) that has been furnished or is now or in the future furnished to Purchaser or to its Representatives by or on behalf of Owner and all other information or data received or discussed in connection with Purchaser’s inspections, reviews or examinations in respect of the Property. Evaluation Material shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by Purchaser or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to Purchaser or its Representatives pursuant hereto; provided, however, that the foregoing shall not require Purchaser to reveal or disclose to Owner in any manner any such notes, analyses, compilations, studies, interpretations or other documents prepared by Purchaser or its Representatives. The term Evaluation Material shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Purchaser or its Representatives, (ii) either (a) was within Purchaser’s or its Representatives’ possession prior to its being furnished to Purchaser or its Representatives by or on behalf of Owner, or (b) becomes available to Purchaser or its Representatives on a non-confidential basis from a source other than Owner or any of its Representatives, provided that in either (a) or (b) above, the source of such Evaluation Material is not known by Purchaser or its Representatives to be (or such source should not be reasonably known by Purchaser or its Representatives to be) bound by a confidentiality agreement with, or other obligation of secrecy to, Owner or its Representatives to treat such information confidentially.
Evaluation Material shall include all documents, and other written or oral information, as well as diskettes and other forms of electronically transmitted data, furnished to Buyer, a Permitted Assignee, or their respective officers, directors, employees, agents, advisors, Affiliates or representatives (collectively "Representatives") by Seller or its Affiliates relating to the Properties, as well as written memoranda, notes, analyses, reports, compilations, or studies prepared by Buyer or its Representatives (in whatever form of medium) that contain, or are derived from, such information provided by Seller. Notwithstanding the foregoing, information provided by Seller shall not constitute "Evaluation Material" if such information (i) is or becomes generally available to the public other than as a result of a disclosure by or through Buyer or its Representatives in contravention of this Section 9.10(a) or (ii) is or becomes available to Buyer from a source (other than Seller) not bound, to the knowledge of Buyer, by any legal or contractual obligation prohibiting the disclosure of Evaluation Material by such source to Buyer.
Evaluation Material means all information (whether written, oral or computerized) which is or has been furnished to Recipient or any of its Representatives by or on behalf of the Company (whether prepared by the Company, its advisors or otherwise), and all analyses, compilations, forecasts, studies or other documents prepared by Recipient or its Representatives that contain or reflect such information. “Evaluation Material” shall include, without limitation, all information relating to products, services, markets, customers, research, software, developments, inventions, designs, drawings, financial condition and results of operations, and trade secrets. Notwithstanding the foregoing, “Evaluation Material” shall not include information that (i) is or becomes generally available to the public other than as a result of an act or omission by Recipient or its Representatives, (ii) was in Recipient’s possession on a non-confidential basis prior to the providing of such information to Recipient pursuant to this Agreement, (iii) becomes available to Recipient on a non-confidential basis from a source other than the Broker or the Company or any of our respective representatives, or (iv) has been independently acquired or developed by Recipient or its Representatives without violating any of Recipient’s obligations under this Agreement or applicable law, provided that in the circumstances described in clause (ii) or (iii) of this Section 2, the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Broker or the Company with respect to such information.