Confidentiality; Access to Information Sample Clauses

Confidentiality; Access to Information. (a) The parties acknowledge that Company and Parent have previously executed a Confidentiality Agreement], dated as of on or about September 12, 1997 (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.
Confidentiality; Access to Information. (a) Any confidentiality agreement or letter of intent previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to (i) information which was known to the one party or their respective agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article IX hereof, each party will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Transaction contemplated hereby.
Confidentiality; Access to Information. (a) Purchaser acknowledges that the information being Made Available to it by the Sellers and their Affiliates (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated November 12, 2009 between Purchaser and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the confidentiality obligations of Purchaser under the Confidentiality Agreement will terminate only with respect to information relating to the Business; and Purchaser acknowledges that any and all other information provided or Made Available to it by the Sellers and their Affiliates (or their respective agents or representatives) concerning the Sellers and their Affiliates (other than the Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing and that any information provided by or on behalf of the Sellers and their Affiliates pursuant to Section 6.4(d) below will be subject to the terms and conditions of the Confidentiality Agreement.
Confidentiality; Access to Information. (a) Parent and the Companies acknowledge that they are parties to the Confidentiality Agreement, the terms of which are incorporated herein by reference. Following the date of this Agreement, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the Closing Date and ending on the second (2nd) anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Companies or the Unitholders of the Companies, on the one hand, or Parent or the Merger Subs, on the other hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by the Parties.
Confidentiality; Access to Information. (a) The parties acknowledge that Target and Acquiror have previously executed a mutual confidentiality letter, dated April 1, 1997, (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.
Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.07(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.07(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.07(a). In connection with ...
Confidentiality; Access to Information. (a) Except as expressly modified herein, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.
Confidentiality; Access to Information. (a) Merger Sub, Parent and Saw Mill shall each, and shall each use its reasonable best efforts to cause its Representatives (as defined below) to, keep confidential and not disclose to any other person (other than such Representatives) or use for its own benefit or the benefit of any other person any trade secrets or other confidential proprietary information in its or their possession or control regarding the Company or any of its subsidiaries. The obligation of Merger Sub, Parent and Saw Mill under this Section 7.04(a) shall not apply to information which (i) is or becomes generally available to the public without breach of the commitment provided for in this Section 7.04(a); or (ii) is required to be disclosed by Law or a Governmental Authority; provided, however, that, in any such case, the person subject to such requirement shall notify the Company as early as reasonably practicable prior to disclosure to allow the Company to take appropriate measures to preserve the confidentiality of such information. The provisions of this Section 7.04(a) (other than the provisions of this sentence) shall terminate as of the Effective Time and all confidentiality agreements entered into between the Company and Saw Mill and/or any affiliate of Saw Mill (including Saw Mill Capital LLC) prior to the date hereof are hereby terminated and have no further force or effect. Notwithstanding the foregoing, nothing in this Section 7.04(a) shall prevent the Company from complying with its obligations contained in Section 7.09.