Certain Confidential Information. (a) Confidential Information shall be retained by EMRA and the Company in strictest confidence and shall not be disclosed to any third party without the express prior written consent of EMRA, which consent shall not be unreasonably withheld, conditioned or delayed, provided that the Company’s consent shall be deemed given if not withheld in writing within 24 hours after EMRA notifies the Company in writing of an emergency situation where disclosure is required to protect the health, safety, and security of the citizens
Certain Confidential Information. Certain of the information contained in this Agreement is confidential and has not been publicly disclosed by the Company, including the transactions contemplated by the Note and Warrant Purchase Agreement and the contemplated filing of the Resale Registration Statement pursuant to the terms of the Registration Rights Agreement (the “Confidential Information”). Accordingly, each of the undersigned Holders agrees to maintain the Confidential Information in confidence until such time as the Confidential Information has been publicly disclosed by the Company.
Certain Confidential Information. The Parent hereby acknowledges that in connection with the transactions contemplated by this Agreement, it and its Affiliates have received and will continue to receive certain documents and information in connection with the transactions contemplated by this Agreement. All such materials reviewed or received, including, without limitation, materials reviewed in connection with Section 7.3, shall be deemed to be Confidential Information for the purposes of the Confidentiality Agreement. The Parent acknowledges that it and its Affiliates are bound by the Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Confidential Information except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Confidential Information with respect to the business, operations, properties, assets, liabilities, financial condition and results of operations of the Company, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing or any termination of this Agreement.
Certain Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
Certain Confidential Information. The existence of this Agreement and -------------------------------- its terms, and the existence and terms of the LLC Collaboration Agreement and the Collateral Agreements as they may then exist are Confidential Information of each party hereto. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Certain Confidential Information. Buyer hereby acknowledges that in connection with the transactions contemplated by this Agreement it has received certain Confidential Information, as defined in the Buyer Confidentiality Agreement. Buyer acknowledges that it is bound by the Buyer Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Confidential Information except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Confidential Information that relates to or affects the Company, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing and any termination of this Agreement.
Certain Confidential Information. Seller hereby acknowledges that in connection with its ownership of the JV Interest, it has received certain proprietary or confidential information that relates to or affects Buyer, the Joint Venture and their respective Affiliates and Buyer hereby acknowledges that in connection with its purchase of the JV Interest or its Affiliates’ ownership of an interest in the Joint Venture, it has received certain proprietary or confidential information regarding Seller and its Affiliates (such proprietary or confidential information being hereinafter referred to as the “Confidential Information”). The parties agree that Confidential Information will not include information that (i) is already in the public domain, (ii) was known by the receiving party prior to its (or its Affiliates’) investment in the Joint Venture or (iii) becomes known to the receiving party from a third party other than through a breach by such third party, which breach is known to the receiving party, of a fiduciary, contractual or other duty owing to the disclosing party or its Affiliates. The parties also agree that the disclosing party and its Affiliates would be irreparably damaged if any Confidential Information were disclosed to or used by any Person in a manner prohibited by this Section 6.6. From and after the Closing Date, each receiving party shall not use or disclose, and will not permit its respective Affiliates, directors, officers, independent accountants, agents or other representatives (“Representatives”) to use or disclose, any Confidential Information except (x) by and to professionals and others who require the Confidential Information to advise or provide services to receiving party and who acknowledge and agree to abide by the confidentiality obligations of this Section 6.6, (y) with the consent of the disclosing party, or (z) if compelled to do so by judicial or administrative process or, in the opinion of counsel, by the requirements of applicable Law. The provisions of this Section 6.6 shall continue in effect after the Closing for an indefinite period.
Certain Confidential Information. (a) The Purchaser hereby acknowledges that in connection with the transactions contemplated by this Agreement, it and its Affiliates have received and will continue to receive certain Evaluation Material (as defined in the Confidentiality Agreement). The Purchaser acknowledges that it and its Affiliates are bound by the Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Evaluation Material except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Evaluation Material with respect to the businesses, operations, properties, assets, liabilities, financial condition and results of operations of the Company and its Subsidiaries, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing or any termination of this Agreement.
Certain Confidential Information. The Receiving Party shall keep Confidential Information confidential and such Confidential Information shall not, without the Disclosing Party’s prior written consent, be disclosed by the Receiving Party to any person or entity not a party to this Agreement in any manner whatsoever in whole or in part, and shall not be used by a Receiving Party other than in connection with the purposes contemplated by this Agreement. Confidential Information shall be disclosed only to the affiliates directors, officers, employees and agents of the Receiving Party who need to know such Confidential Information for the purposes of this Agreement. The Receiving Party hereto agrees that, unless required by applicable law or legal process, it will not disclose to any Third Party Confidential Information, nor use such Confidential Information it receives from the Disclosing Party, for any purpose other than that contemplated under this Agreement.
Certain Confidential Information. (a) As an owner of the Acquired Assets and the Business, the Seller and its Affiliates have had access to and contributed to information and materials of a sensitive nature of the Business (including the Confidential Information). The Seller agrees that, for a period of two years following the Closing, unless the Seller first secures the written consent of an authorized representative of the Buyer, the Seller shall not, and shall cause its Affiliates not to, make commercial use of, for itself or any other Person, or disclose to any other Person, any Confidential Information, except to the extent such use or disclosure is required or requested by Law (including by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) based upon the advice of legal counsel, in which event the Seller (a) shall, to the extent reasonably practicable and legally permissible, promptly inform the Buyer in advance of any such required disclosure, (b) shall reasonably cooperate with the Buyer in obtaining a protective order or other protection in respect of such required disclosure (at the Buyer’s sole expense) and (c) shall limit such disclosure to the extent reasonably practicable while still complying with such requirements. The Seller further acknowledges and agrees that, following the Closing, the Confidential Information shall be owned solely by the Buyer, and the Seller shall, and shall cause its Affiliates to, use commercially reasonable care to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Promptly after the Closing, the Seller shall, and shall cause its Affiliates to, destroy all Confidential Information in the Seller’s or its Affiliates’, as applicable, possession and control, in whatever form or medium; provided, that the Seller and its Affiliates, as applicable, may (u) retain copies of the Records, including its financial statements, and use such copies of Records for its reasonable business purposes not otherwise restricted in any manner by the Transaction Agreements (including disclosure to its Representatives on an as needed basis), (v) with respect to mental impressions only, retain, use and disclose the identities of any individuals including its clients, customers, suppliers, their management teams so long as any use or disclosure is not in violation of Section 7.11, (w) retain, use, and disclose Confidential Information (i) in ...
