5Confidentiality Sample Clauses

5Confidentiality. All negotiations conducted pursuant to this Article 22 are confidential and shall be treated as compromise and settlement negotiations to which California Evidence Code Section 1152 applies. The mediation shall be confidential and shall be subject to the provisions of California Evidence Code Sections 703.5 and 1115 through 1128.

5Confidentiality. (a) Agent and each Lender agrees by its acceptance thereof that any non-public information concerning Holdings and its Subsidiaries which is furnished by Holdings, Borrower or any Affiliate thereof pursuant to this Agreement or any of the other Loan Documents (collectively “Confidential Information”) will be kept confidential by such Agent or Lender and used only in connection with the transactions contemplated by the Loan Documents; provided that nothing herein prevents Agent or Lender and their respective Affiliates from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel (in which case Agent and Lender agrees, to the extent practicable and not prohibited by applicable law, to inform Borrower promptly thereof prior to disclosure), (ii) upon the request or demand of any regulatory authority having jurisdiction over Agent or Lender or any of their respective Affiliates, (iii) to potential or prospective Lenders or participants, provided such potential or prospective Lenders or participants are bound by confidentiality obligations with respect to the information, (iv) to the Affiliates of Agent or Lenders, and directors, managers, officers, employees and agents, including accountants, legal counsel and other advisors of the foregoing (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential and Agent and Lender are in any event responsible for any disclosure by any such person not permitted by this Agreement), (v) in connection with the exercise of any remedies hereunder or under any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to any investor or prospective investor in Agent or Lender, provided such investor is bound by confidentiality obligations with respect to the information, or (vii) to a commercial bank or other institutional lender providing credit or financial accommodations to Agent, Lender or any of their respective Affiliates, provided such institutional lender is bound by confidentiality obligations with respect to the information. In addition, the Agent and the Lenders may disclose the existence of this Agreement and publicly available information about this...

5Confidentiality. 18.5. 1Except to the extent set out in this Clause 18.5 or where disclosure is expressly permitted elsewhere in this Contract, each Party shall: 18.5.1. 1treat the other Party's Confidential Information as confidential and safeguard it accordingly; and 18.5.1. 2not disclose the other Party's Confidential Information to any other person without the owner's prior written consent.

5Confidentiality. The terms and conditions of this Agreement, other than the existence and duration, shall be kept confidential by the parties hereto and shall not be disclosed by either party to any third party except as may be required by any court order or governmental agency, and except to a party's accountants, auditors, and legal counsel. Neither party shall furnish to any third party, firm nor corporation any information as to the methods employed in the business of the other party hereto.

5Confidentiality. Unless compelled to do so by applicable law, Tenant agrees that Tenant shall not disclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Premises to any Person (other than Tenant’s consultants, attorneys, property managers, employees, shareholders and potential and actual investors, lenders, business and merger partners, subtenants and assignees that have a need to know such information), including any governmental authority, without the prior written consent of Landlord. In the event Tenant reasonably believes that disclosure is compelled by applicable law, it shall provide Landlord ten (10) days’ advance notice of disclosure of confidential information so that Landlord may attempt to obtain a protective order. Tenant may additionally release such 8377633.2 (8383465.1) -▇▇- ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ I Limited Partnership [Britannia Point Eden] [Pulse Biosciences, Inc.] information to bona fide prospective purchasers or lenders, subject to any such parties’ written agreement to be bound by the terms of this Section 5.3. 

5Confidentiality. Each of Buyer and Merger Sub acknowledges that all access and information provided to them in connection with this Agreement and the Transactions is subject to the terms of (i) the confidentiality agreement by and between Buyer and Stifel dated March 11, 2022 (the “Confidentiality Agreement”) and (ii) the clean team agreement by and between Buyer and the Company dated May 16, 2022 (the “Clean Team Agreement”), in each case the terms of which are incorporated herein by reference. Each of Buyer and Merger Sub shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement and the Clean Team Agreement, as applicable, in each case which shall survive the termination of this Agreement in accordance with their respective terms.

5Confidentiality. Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

5Confidentiality. From and after the Closing, each Seller shall, and shall cause their respective controlled Affiliates to, hold, and shall use reasonable best efforts to cause their or such Affiliates’ respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of their respective Affiliates or their or such Affiliates’ respective representatives; (b) is lawfully acquired by Seller, any of their respective Affiliates or their or such Affiliates’ respective representatives from and after the Closing from sources which are not, to the knowledge of the receipt, prohibited from disclosing such information by a legal, contractual or fiduciary obligation of confidentiality; or (c) is independently developed by Seller, any of their respective Affiliates or their or such Affiliates’ respective representatives. If Seller, any of their respective Affiliates or any of their or such Affiliates’ respective representatives are required to disclose any information by judicial or administrative process or by other requirements of Law, Seller (or their respective Affiliates and their and such Affiliates’ ​ respective representatives) shall, only to the extent practicable and permitted by applicable Law, promptly notify Purchaser of such required disclosure and shall disclose only that portion of such information which Seller (or other applicable disclosing party) is advised by its counsel (which can include in-house counsel) is legally required to be disclosed, provided that Seller, as the case may be, shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

5Confidentiality. The Parties agree to keep information disclosed by the other Party confidential. This explicitly applies to formulas and know-how to manufacture the Products. The following shall not be considered confidential information and shall, therefore, not fall under the confidentiality obligations stipulated herein: information which the receiving Party has in its legitimate possession at the time of disclosure by the other Party; information which is lawfully received by a Party after the date of disclosure by the other Party from a third party source, provided that such third party source is not known by the receiving Party to be bound by a confidentiality agreement with, or to have a duty of secrecy or a fiduciary obligation to the other, disclosing Party; information which, at the time of disclosure by the other Party is or, at any time thereafter, becomes (but only by means other than by means involving a breach of the secrecy obligations stipulated herein) a matter of public knowl­edge. Notwithstanding the foregoing, each Party may disclose confidential information on a need-to-know basis and, PROVIDED THAT the respective Party takes reasonable measures and precautions, contractual or otherwise, that the confidentiality obligations contained herein are complied with and to prevent unauthorized disclosure and/or use of confidential information within its own organization; to its auditors and/or legal advisors; if required to do so by law or governmental act.