Common use of Confidentiality and Publicity Clause in Contracts

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party may disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties

Appears in 2 contracts

Samples: Proprietary and Confidentialthis Agreement (World Technology Corp.), Proprietary and Confidentialthis Agreement (World Technology Corp.)

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Confidentiality and Publicity. 9.1 In From and after the date hereof, the provisions of the Confidentiality Agreements shall apply to any information disclosed pursuant to or in connection with this Agreement, either Party may disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, to the extent not otherwise disclosed publicly (other than as a disclosing Party is not obligated result of a violation of this Section 12.14), none of the Company, the Sellers, Buyer or Parent will disclose to mxxxany Person (other than its Affiliates, identifyattorneys, accountants, employees, officers, directors, members, managers, partners and other representatives and beneficial holders thereof) or Governmental Entity the existence or terms of, or so designateany information obtained in connection with, Information that this Agreement or any of the disclosing Party discloses to or is otherwise obtained by transactions contemplated hereby without the receiving Party’s employeesprior written consent of Buyer and the Company, contractors, or representatives except (i) who are located on as may, in the disclosing reasonable opinion of such Party’s premises; 's counsel, be required by Applicable Law or (ii) who access as may be required by a Governmental Entity (in which events the disclosing Party’s systemsparty will first consult with the other Parties (other than Sellers) with respect to such disclosure to the extent permissible and practicable). If Buyer, Parent or the Company is required to provide a copy of this Agreement or any related document to any third party (other than their respective Affiliates, attorneys, accountants, employees, officers, directors, members, retired members, managers, retired managers, partners, retired partners and other representatives and beneficial holders thereof), the disclosing party shall ensure that such document is redacted in consultation with the non-disclosing Parties (other than Sellers), to the extent practicable and permitted by Applicable Law, to eliminate all confidential information. The non-disclosing Parties (other than Sellers) shall have the right to review and approve each such document prior to its submission to any third party; provided, however, that such approval shall not be unreasonably withheld or delayed. Unless not permitted by law, in which case the maximum period allowable shall be provided, each Party shall use its reasonable efforts to complete such review as soon as practicable; provided, however, that such review shall be completed within ten (iii10) who otherwise obtain Information business days. Notwithstanding anything in this Agreement to the contrary, not more than five (5) days prior to the end of the Joinder Period, the Company, Buyer and any Initial Seller desiring to issue a press release upon the consummation of, and in connection with with, the transactions contemplated by this Agreement, any shall notify the other Parties of such Information so disclosed is automatically deemed desire and the Parties shall use commercially reasonable efforts to be confidential collaborate and proprietary. Additionallyagree upon the proper content of such a press release; provided, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosurehowever, that the information is confidential issuance of such press release shall require the written consent of the Company, Buyer and the Consenting Sellers (which consent shall not be unreasonably withheld or proprietary; delayed). The Company, Parent, Buyer and such Initial Sellers may each issue a press release after the Closing containing such agreed upon content. Notwithstanding the foregoing, the Company or any such information so disclosed Seller (and each employee, representative, or obtained is automatically deemed other agent thereof) may disclose to be confidential any and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereofall Persons, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free without limitation of any obligation kind, the tax treatment and tax structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are provided to keep it confidential (as evidenced by the receiving Party’s written records prepared prior any of them relating to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, tax treatment and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiestax structure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Idenix Pharmaceuticals Inc), Stock Purchase Agreement (Idenix Pharmaceuticals Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Unless and until Closing occurs, either Party any non-public information that any party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Transferred Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed and proprietary. Information provided by either Party (iii) such party may use and disclose such information to the other Party prior extent reasonably necessary to the Effective Date of this Agreement permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the subject matter hereof, including any other Tax Proceeding and (iv) such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. Neither Party has For the avoidance of doubt, Comcast Trust may disclose any obligation Confidential Information to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Comcast Subsidiary and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary its Affiliates and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party their respective representatives, and GI except under written agreement by the contracting parties.

Appears in 2 contracts

Samples: Tolling and Optional Redemption Agreement (Time Warner Inc), Redemption Agreement (Time Warner Inc)

Confidentiality and Publicity. 9.1 In connection (a) A Receiving Party hereby agrees that it will, and will cause its respective Affiliates and its and their respective representatives to hold in strict confidence all information with this Agreement, either Party may disclose respect to the other Party Parties, the Company and its Information. Information Subsidiaries and their businesses, the terms and conditions of a disclosing Party is confidential the Transaction Documents and the Didi Ancillary Documents, any term sheet or proprietary only if it is clearly marked memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all non-public records, books, contracts, instruments, computer data and other data and information, whether in written, verbal, graphic, electronic or otherwise identified by the disclosing Party as being confidential or proprietaryany other form, provided by a Disclosing Party or its representatives to a Receiving Party or its representatives (except to the extent that if such information has been (i) already in such Receiving Party’s possession prior to the disclosure or obtained by a Receiving Party from a source other than the Disclosing Parties or their representatives, provided that, to a Receiving Party’s knowledge, such source is not prohibited from disclosing such information to it is orally or visually disclosed its representatives by a contractual, legal or fiduciary obligation to the Disclosing Parties or their representatives, (including Information conveyed to an answering machineii) in the public domain through no breach of the confidentiality obligations under this Agreement by a Receiving Party, voice mail box or similar medium(iii) independently developed by a Receiving Party or on its behalf) (the “Confidential Information”), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Receiving Party is not obligated may disclose the Confidential Information (A) to mxxxits shareholders and representatives so long as such persons are subject to appropriate nondisclosure obligations, identify(B) pursuant to Law or requests or requirements from any Government Authority or other applicable judicial or governmental order, or so designate(C) with the prior written consent of the Disclosing Parties. In the event that a Receiving Party hereto is requested or required by Law, Information that Government Authority or other applicable judicial or governmental order to disclose any Confidential Information, such Receiving Party shall, to the disclosing Party discloses to extent legally permissible, provide the Disclosing Parties with sufficient advance written notice of such request or is otherwise obtained requirement and, if requested by the receiving Disclosing Parties (at the Disclosing Parties’ sole expense), assist the Disclosing Parties in seeking a protective order or other appropriate remedy to limit or minimize such disclosure. Each Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior extent that it discloses Confidential Information, is referred to herein as a “Disclosing Party”. Each Party, to the Effective Date of this Agreement in connection with the subject matter hereofextent that it receives Confidential Information, including any such Information provided under is referred to herein as a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving “Receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties”.

Appears in 2 contracts

Samples: Share Purchase Agreement (eHi Car Services LTD), Share Purchase Agreement (eHi Car Services LTD)

Confidentiality and Publicity. 9.1 In connection (a) Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person, other than their respective agents, representatives, Affiliates, employees, officers and directors who need to know such confidential information) all confidential information with this Agreement, either Party may disclose respect to the other Parties, or relating to the transactions contemplated hereby, (ii) in the event that any Party its Information. Information or any agent, representative, Affiliate, employee, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is legally required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a disclosing Party is confidential Schedule 13D or proprietary only if it is clearly marked Schedule 13G, as the case may be, or otherwise identified any amendments thereto and including any rule or regulation of any national securities exchange; provided, however, that to the extent permitted by applicable Laws and without causing delay in making such filing or reporting within the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium)prescribed time limit, the disclosing Party must designate it shall provide prior written notice to the other Parties to respond in a reasonable period and all the Parties hereto shall consent to the scope and content of the disclosed information contained in such filing or reporting, the consent of which shall not be unreasonably withheld by any Party and such consent shall be deemed as confidential or proprietary duly given if any Party does not respond within 30 days a reasonable time), provide the relevant Party with prompt written notice of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or such requirement so designate, Information that the disclosing relevant Party discloses to may, at its sole cost and expense, seek a protective order or is otherwise obtained by the receiving Party’s employeesother remedy or waive compliance with this Section 6.5(a), contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or and (iii) who otherwise obtain Information in connection the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this AgreementSection 6.5(a), any furnish only that portion of such Information so disclosed confidential information which is automatically deemed legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential and proprietary. Additionallytreatment will be accorded such information; provided, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosurehowever, that the this Section 6.5(a) shall not apply to any information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereofthat, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure disclosure, is in the public domain and was already known to the receiving Party free not disclosed in breach of any obligation to keep it confidential (as evidenced this Agreement by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third partyany of its agents, as evidenced by the receiving Party’s written recordsrepresentatives, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representativesemployees, and GI except under written agreement by the contracting partiesofficers or directors.

Appears in 2 contracts

Samples: Share Purchase Agreement (JD.com, Inc.), Share Purchase Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.)

Confidentiality and Publicity. 9.1 In connection with this AgreementUnless and until Closing occurs, any non-public information that either Party party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be confidential the Business or Assets as well as any non-public information in the possession of such party related to the Business and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each party shall not disclose any Confidential Information to any other Person (other than its affiliates and its and their directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed, and proprietary. Information provided by either Party (iii) such party may disclose such information to the other Party prior extent required to comply with any Legal Requirement or regulatory inquiry or investigation. In the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any , the obligation to the other Party with respect to Information that: i) at the time set forth in this Section shall continue for a period of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to two years after such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiestermination.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each party will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided by The obligation of either Party party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 2 contracts

Samples: Asset Exchange Agreement (Insight Communications Co Inc), Asset Exchange Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In connection with this AgreementThis Confidentiality and Publicity provision shall supersede in its entirety the Mutual Non-Disclosure Agreement between the Parties dated April 7, either Party may disclose 2017. The Parties will be making certain general business information and know-how that is not generally known by the public available to the other Party, or a Party its Information. may have access to Confidential Information of the other Party orally and/or in writing. “Confidential Information” shall include, without limitation, any intellectual property, trade secrets, technical information, training materials, control documents, workflows and relevant documentation, materials, data, any other secret, sensitive or confidential material related to the business generally, business technology, business strategies, accounting, financial information, contracts, agreements, files, records, documents, techniques, expertise, marketing concepts, diagrams or concepts relating to product plans or designs, products, product specifications, systems, software code, formulae, practices, processes, customers, projects or information of any type whatsoever, in whatever form or media, whether or not marked as “confidential” or “proprietary,” of a disclosing Party that is confidential disclosed to or proprietary only if it is clearly marked or otherwise identified becomes known by the other Party, including all the records of the disclosing Party as being confidential created, accessed, viewed, learned or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractorsParty pursuant to this Agreement and the transactions contemplated hereby and which is not generally known to the public or throughout the trade, or representatives (i) who are located on which could reasonably be expected to be valuable to the disclosing Party’s premises; (ii) who access Party or its Affiliates or a competitor of any of the disclosing Party’s systems; Party or (iii) who otherwise obtain its Affiliates. Confidential Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is shall also subject to include the terms of this Agreement. Neither Party has any obligation For purposes of clarification only and in no way intending to limit or otherwise revise the obligations in this Section, these obligations apply to Confidential Information disclosed to the other Party with respect pursuant to Information that: i) at this Agreement and the time of disclosure was already known transactions contemplated hereby prior to the receiving Party free of any obligation Effective Date. The Parties agree to keep it confidential (as evidenced by refrain at all times from disclosing the receiving other Party’s written records prepared prior Confidential Information to others or from using any such disclosure), ii) is or becomes publicly known through no wrongful act Confidential Information except for the benefit of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) . The Parties further agree to refrain from any other acts that could tend to destroy the value of the Confidential Information to the disclosing Party consents Party. Without in writing any way intending to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by limit the contracting partiesforgoing the Parties shall:

Appears in 2 contracts

Samples: Supply Agreement (ChromaDex Corp.), Supply Agreement (ChromaDex Corp.)

Confidentiality and Publicity. 9.1 In connection with this AgreementOther than as may be required by applicable Law and regulation or by any governmental or regulatory authority, either no Party may shall disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed any person (including Information conveyed for the avoidance of doubt, any other Commitment Party), other than legal, accounting, financial and other advisors to an answering machinethe Company Parties (who are under obligations of confidentiality to the Company Parties with respect to such disclosure, voice mail box or similar mediumand whose compliance with such obligations the Company Parties shall be responsible for), the disclosing name or the principal amount or percentage of the Company Claims/Interests held by any Commitment Party must designate it as confidential or proprietary within 30 days any of disclosureits respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer); provided, however, that the Company Parties shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Company Claims/Interests held by the Commitment Parties collectively; and, provided, further, that the Company Parties may disclose the names of any Commitment Party (at the institution level) at a hearing in connection with the Chapter 11 Cases, but not the principal amount or percentage of the Company Claims/Interests held by any such Commitment Party or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer). Notwithstanding the foregoing, a disclosing Party is not obligated the Commitment Parties hereby consent to mxxxthe disclosure of the execution, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained terms and contents of this Agreement by the receiving Party’s employeesCompany Parties in the Definitive Documents or as otherwise required by law or regulation; provided, contractorshowever, or representatives that (i) who if any of the Company Parties determines that they are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with required to attach a copy of this Agreement, any Joinder or Transfer Agreement to any Definitive Documents or any other filing or similar document relating to the transactions contemplated hereby, they will redact any reference to or identifying information concerning a specific Commitment Party and such Information so disclosed Commitment Party’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of additional identifying information of any Commitment Party is automatically required by applicable Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Commitment Party (who shall have the right to seek a protective order prior to disclosure). The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement. Notwithstanding the foregoing, the Company Parties will submit to counsel for the Commitment Parties all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by the Company Parties relating to this Agreement or the transactions contemplated hereby and any amendments thereof at least two (2) Business Days (it being understood that such period may be shortened to the extent there are exigent circumstances that require such public communication to be made to comply with applicable law) in advance of release and will take such counsel’s view with respect to such communications into account. Nothing contained herein shall be deemed to be confidential and proprietary. Additionallywaive, the failure to mxxx amend or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to modify the terms of this any Confidentiality Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 2 contracts

Samples: Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/)

Confidentiality and Publicity. 9.1 In connection (a) Each Party agrees to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with this Agreement, either Party may disclose respect to the other Party its Information. Information of a disclosing Party is Party, or relating to the transactions contemplated hereby, other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietaryinformation, provided that if it (A) each Party is orally permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or visually disclosed applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto, and (including Information conveyed B) the Purchaser is permitted to an answering machinedisclose or cause to be disclosed, voice mail box for the purpose of proposing, discussing, negotiating and executing the Merger or similar mediumany transaction contemplated by or related to the Merger, information related to the transactions contemplated under this Agreement to DouYu and DouYu’s Affiliates and their respective directors, officers, agents, representatives, employees, existing and potential financing sources and investors, who need to know such confidential information (such disclosure as referred to in clauses (A) and (B), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing“Permitted Disclosure”), a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access in the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, event that any such Information so disclosed is automatically deemed Party becomes legally compelled to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; disclose any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to (except for the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereofPermitted Disclosure), including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to provide the other Party with respect prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to Information be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 5.2(a) shall not apply to any information that: i) , at the time of disclosure disclosure, is in the public domain and was already known to the receiving Party free not disclosed in breach of any obligation to keep it confidential (as evidenced this Agreement by the receiving such Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 2 contracts

Samples: Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 9.1 In connection with this AgreementOther than as may be required by applicable Law and regulation or by any governmental or regulatory authority, either no Party may shall disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed any Person (including Information conveyed for the avoidance of doubt, any other Consenting Creditor), other than legal, accounting, financial and other advisors to an answering machinethe Company Parties (who are under obligations of confidentiality to the Company Parties with respect to such disclosure, voice mail box or similar mediumand whose compliance with such obligations the Company Parties shall be responsible for), the disclosing Party must designate it as confidential name or proprietary within 30 days the principal amount or percentage of disclosurethe Company Claims/Interests held by any Consenting Creditor or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer); provided, however, that the Company Parties shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Company Claims held by the Consenting Creditors collectively; and, provided, further, that the Company Parties may disclose the names of any Consenting Creditor (at the institution level) at a hearing in connection with the Chapter 11 Cases, but not the principal amount or percentage of the Company Claims held by any such Consenting Creditor or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims acquired pursuant to any Transfer). Notwithstanding the foregoing, a disclosing Party is not obligated the Consenting Creditors hereby consent to mxxxthe disclosure of the execution, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained terms and contents of this Agreement by the receiving Party’s employeesCompany Parties in the Definitive Documents or as otherwise required by Law or regulation; provided, contractorshowever, or representatives that (i) who if any of the Company Parties determines that they are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with required to attach a copy of this Agreement, any Transfer Agreement to any Definitive Documents or any other filing or similar document relating to the transactions contemplated hereby, they will redact any reference to or identifying information concerning a specific Consenting Creditors and such Information so disclosed Consenting Creditor’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of additional identifying information of any Consenting Creditors is automatically required by applicable Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Consenting Creditor (who shall have the right to seek a protective order prior to disclosure). The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement and any Transfer Agreement. Notwithstanding the foregoing, the Company Parties will submit to counsel for the Consenting Creditors all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by the Company Parties relating to this Agreement or the transactions contemplated hereby and any amendments thereof at least two (2) Business Days (it being understood that such period may be shortened to the extent there are exigent circumstances that require such public communication to be made to comply with applicable Law) in advance of release and will take such counsel’s view with respect to such communications into account. Nothing contained herein shall be deemed to be confidential and proprietary. Additionallywaive, the failure to mxxx amend or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to modify the terms of this any Confidentiality Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 2 contracts

Samples: Agreement (Pacific Drilling S.A.), Agreement

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Following the Closing, either Party may disclose to the other Party each party and its Information. Information of a disclosing Party is Affiliates will keep confidential any non-public information that such party or proprietary only if it is clearly marked its Affiliates received from another party or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information its Affiliates in connection with this Agreement, Agreement unrelated to the Systems or Assets transferred by the other party or its Affiliates pursuant to this Agreement as well as any non-public information in the possession of such Information so disclosed is automatically deemed party or its Affiliates related to be confidential and proprietary. Additionally, the failure Systems or Assets transferred by such party or its Affiliates to mxxx the other party or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; its Affiliates pursuant to this Agreement (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each party and its Affiliates will not disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided that (i) such party and its Affiliates may use and disclose any such information once it has been publicly disclosed (other than by such party or obtained is automatically deemed any of its Affiliates in breach of the obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party or its Affiliates (other than from the other party or its Affiliates), and (ii) to the extent that such party or its Affiliates may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party or its Affiliates may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesdisclosed.

Appears in 1 contract

Samples: Asset Exchange Closing Agreement (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement7.13.1. Prior to the Closing, either each Inspecting Party will keep confidential any non-public information that such Inspecting Party may disclose to obtain from the other Disclosing Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, and, following the Closing, each Inspecting Party will keep confidential any non-public information that such Information so disclosed is automatically deemed Inspecting Party may obtain from the Disclosing Party in connection with this Agreement unrelated to be confidential the Cable Business and proprietary. Additionally, Systems transferred by the failure Disclosing Party pursuant to mxxx or designate this Agreement as well as any non-public information as being confidential or proprietary will not waive in the confidentiality where it is reasonably obvious, under possession of such Inspecting Party related to the circumstances surrounding disclosure, that Cable Business and Systems transferred by such Inspecting Party to the information is confidential or proprietary; Disclosing Party pursuant to this Agreement (any such information so that an Inspecting Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each Inspecting Party will not disclose any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders (collectively, "Representatives"), in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which event such Inspecting Party shall be responsible for any breach hereof by any such Person) or use such Confidential Information to the detriment of the Disclosing Party; provided that (i) such Inspecting Party may use and disclose any such Confidential Information once it has been publicly disclosed (other than by such Inspecting Party or obtained is automatically deemed its Representatives in breach of the obligations under this Section 7.13.1) or which, in the case of information provided by the Disclosing Party, has come into the possession of such Inspecting Party (other than from the Disclosing Party and other than from another Person in violation of any duty or obligation of confidentiality known to the Inspecting Party) and (ii) to the extent that such Inspecting Party may, in the opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, such Inspecting Party may disclose such Confidential Information if it uses all reasonable efforts, and affords the Disclosing Party the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be confidential and proprietarydisclosed. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither , each Inspecting Party has any obligation will cause to be delivered to the Disclosing Party, and retain no copies of, any documents, work papers and other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced materials obtained by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Inspecting Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each party will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be kept confidential and such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided by The obligation of either Party party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Century Communications Corp)

Confidentiality and Publicity. 9.1 In connection with this Supplier shall, and shall procure that its employees and sub-contractors shall, keep confidential all information of a commercial or technical nature disclosed to Supplier by or on behalf of GSK for the purpose of the Agreement, either Party may and shall not disclose such information to any third party without GSK's prior written consent. Supplier shall not without GSK's prior written consent disclose, copy, publicise or publish, the existence of the Agreement or any information related to the Agreement including the name of GSK, any GSK Affiliate, the Goods, Services, or the place of delivery or performance. FORCE MAJEURE Neither party shall be liable for, nor be deemed to be in default of the Agreement, on account of any delay in completion or the performance of any other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified act under the Agreement due to circumstances which could not have been contemplated by the disclosing Party as being confidential or proprietaryparties and which are beyond the party’s reasonable control (“Force Majeure”), provided that if it the party claiming hereunder shall notify the other as soon as possible, specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance. If the performance by either party of any of its obligations under the Agreement is orally prevented or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium)delayed by Force Majeure: for a consecutive period in excess of 5 working days, the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, parties shall enter into bona fide discussions with a disclosing Party is not obligated view to mxxx, identifyalleviating its effects, or so designateto agreeing upon such alternative arrangements as may be fair and reasonable in the circumstances; and for a period in excess of 60 days cumulatively or consecutively, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to then the other Party prior party shall in its discretion have the right to immediately terminate the Effective Date Agreement upon written notice. In the event of this Agreement in connection with the subject matter hereofForce Majeure arising, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced GSK may, by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents notice in writing to Supplier, cancel any deliveries of Goods or Services (and the applicable Purchase Orders or parts thereof) which in GSK’s opinion cannot be free made within a reasonable time after the due date without incurring any liability on the part of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesGSK.

Appears in 1 contract

Samples: Terms and Conditions of Purchase

Confidentiality and Publicity. 9.1 In connection with this Agreement, 5.11.1. Any non-public information that either Party party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following the relevant Closing Date, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be confidential the MMDS systems or Assets as well as any non-public information in the possession of such party related to the MMDS systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each party shall not disclose any Confidential Information to any other Person (other than its affiliates and its and their directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed (except with respect to information required to be disclosed under applicable federal and proprietarystate securities laws, which shall be governed by Section 5.11.2 below). Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection The non-disclosing party shall reasonably cooperate with the subject matter hereof, including disclosing party in obtaining any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to protective order or other assurance of confidential treatment. In the terms event of termination of this Agreement. Neither Party has any , the obligation to the other Party with respect to Information that: i) at the time set forth in this Section shall continue for a period of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to two years after such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiestermination.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucentrix Broadband Networks Inc)

Confidentiality and Publicity. 9.1 In The Parties hereto shall keep confidential the terms and conditions of this Agreement and all trade and business secrets of the other Party and, without limitation, any other information related to a Party’s operations, inventions, systems, processes, methodologies, plans, know-how or other business, commercial or financial affairs (the “Confidential Information”) whether marked confidential or not which is obtained under or in connection with this Agreement. Neither Party shall have any such obligation with respect to information which, either through no wrongful act of such Party, is already in its possession at the time of disclosure, is independently developed, is lawfully obtained from a third Party may disclose to the under no obligations of confidentiality, becomes publicly known other Party its Information. Information than as a result of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days breach of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to this Agreement or is otherwise obtained lawfully required to be disclosed by a court or any governmental or regulatory authority. The Parties shall only disclose the receiving Party’s Confidential Information to those employees, contractors, partners or representatives (i) authorised third parties who are located on need to know for the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information performance of any duties in connection with this Agreement, any such Information so disclosed is automatically deemed but only after making them aware of the confidential nature of the information and taking all reasonable steps to be confidential and proprietaryensure they will adhere to obligations equivalent to those set out in this Clause 16. AdditionallyFurthermore, the failure Customer may disclose certain Confidential Information in accordance with the provisions of Clause 30. In the event of termination of this Agreement for any reason whatsoever, all property or Confidential Information belonging to mxxx or designate information as being confidential or proprietary will not waive one Party which is in the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to possession of the other Party prior to the Effective Date shall be returned immediately and no copies or parts thereof in any format will be retained and written evidence of compliance with this obligation shall also be given. The foregoing provisions of this Agreement Clause 16.3 shall not apply to any Confidential Information (or part thereof) which is required to be retained by law. These obligations of confidentiality will remain in connection with force for three (3) years following the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination or expiry of this Agreement. Neither Party has Notwithstanding Clause 16.1 the Technical Specialist may disclose that the Customer is a client of SAS and use the Customer’s name for any obligation promotion or marketing purposes if it first obtains the written consent of the Customer, such consent not to be unreasonably withheld or delayed, provided that such publicity shall not involve the disclosure of any Confidential Information and that the Customer shall have first consented to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free contents of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiespublicity material.

Appears in 1 contract

Samples: Agreement

Confidentiality and Publicity. 9.1 In connection with this AgreementDuring the course of the parties’ commercial relationship, either Party party may disclose have or may be provided access to the other Party its Information. Information of a disclosing Party is party’s confidential or proprietary only if it is clearly marked or otherwise identified information and materials, including, but not limited to, information deemed by the disclosing Party as being confidential or party to be non-public, proprietary, provided that if it is orally secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or visually disclosed products, pricing of goods or services, formulas, processes, ideas, inventions (including whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information conveyed to an answering machinein accordance with any non-disclosure agreement, voice mail box confidentiality agreement or similar mediuminstrument executed by the parties hereto (“NDA”); provided, that, in the disclosing Party must designate absence of an NDA, at a minimum, each party hereto agrees to (a) maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until such time as confidential the Confidential Information becomes rightfully available to the public through no fault of the receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, express or proprietary within 30 days implied, as to the accuracy or completeness of disclosureBuyer’s Confidential Information and Buyer shall assume no liability resulting from the use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a commercial relationship, to any third party without the written consent of the other party. Notwithstanding the foregoing, a disclosing either Party is not obligated to mxxx, identify, may publicly disclose the existence and content of these Terms and Conditions or so designate, Information that the disclosing Purchase Order without the consent of the other Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on to the disclosing Party’s premisesextent required by applicable federal and state securities laws in effect from time to time; provided, however, that the Party with the requirement to disclose shall give the other Party prior written notice of such requirement including reasonable particulars; (ii) to third parties who access agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the disclosing Party’s systems; relevant Party or any of its affiliates and (iii) who otherwise obtain Information in connection with this Agreementto Suppliers, any such Information so disclosed is automatically deemed to be confidential service providers and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the other Party prior to the Effective Date confidential nature of this Agreement and agree to keep such information confidential. Neither party may use the other party’s name or trademarks in connection any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or client listings without the other party’s prior written consent. *** Certain information in this document has been omitted and filed separately with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this AgreementSecurities and Exchange Commission. Neither Party Confidential treatment has any obligation to the other Party been requested with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesomitted portions.

Appears in 1 contract

Samples: Master Supply Agreement (Emerge Energy Services LP)

Confidentiality and Publicity. 9.1 6.1 In connection with prior related disclosures and work, pursuant to the Confidential Disclosure Agreement between the parties of January 24, 1997, which Agreement is incorporated herein by reference, and with the negotiation, execution and performance of this Agreement, either Party may disclose Xxxxxx and PharmaPrint have had and will have access to certain confidential and proprietary information of each other, including, but not limited to, financial data, know-how, trade secrets, technology, PharmaPrint's Patent Rights relating to the other Party its Information. Information PharmaPrint process and certain mutual information concerning the identification, characterization and standardization of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietarybiological active components, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), their biological activity and their percent in the disclosing Party must designate it as confidential or proprietary within 30 days composition of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate nonPharmaPrint-disclosure agreement (howsoever denominated) is also subject to the terms Registered Trademark- Herbal Products of this Agreement. Neither Party has Recognizing that such information is all confidential and represents valuable assets and property to both parties, and the harm that may befall such parties if any obligation of such information is disclosed, Xxxxxx and PharmaPrint agree that for a period of ten (10) years after the execution of the January 24, 1997, Confidential Disclosure Agreement between the parties, referred to above, to hold all such information in confidence and not to use or otherwise disclose any such information to third parties without the prior written consent of the other Party with respect party: PROVIDED, HOWEVER, that the obligations of confidentiality created herein shall cease to Information thatapply to information: i(a) at that can be demonstrated through documentary evidence to be in, or to come into, the time public domain through no fault of disclosure was already known Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party by a third party who, to the receiving Party free of any party's knowledge, was under no obligation to keep it confidential such information confidential; and (as evidenced c) which, in the written opinion of legal counsel for either party, is required to be disclosed by law or regulation or by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free rules of any obligation to keep it confidentialstock exchange on which Xxxxxx'x PharmaPrint's securities are listed, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access but only to the Information received from extent so required and only upon five (5) business days written notice to and followed by consultation with the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesother party.

Appears in 1 contract

Samples: Herbal Products Supply Agreement (Pharmaprint Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each of Century and TCI will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the Partnership at Closing) will be kept confidential and such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed. The obligation of Century and proprietaryTCI to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , each of Century and TCI will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Century Communications Corp)

Confidentiality and Publicity. 9.1 In connection with At all times during this AgreementAgreement and for a three (3)-year period of time thereafter, either each Party may will take reasonable steps to assure that neither such Party nor their respective officers, agents, successors or assigns, shall divulge, disclose or appropriate to its own use or to the use of others, any trade secret, proprietary software, source code, intellectual property, and any and all other confidential information or knowledge obtained or acquired by the other Party its Information. Information either directly or indirectly during the terms of this Agreement without the prior written authorization of a disclosing duly authorized officer or agent of the Party is possessing the proprietary interest in such confidential or proprietary only if information. Each Party agrees that neither it is clearly marked nor any of its contractors or otherwise identified subcontractors or third party customers or any entity with which Party has a business or contractual arrangement will publish or release to any other party any materials or information relating to this Agreement without the other Party’s written approval. Either Party must secure written approval before using the other Party’s name or trademark or logos or the name(s) or trademarks or logos of any of the other Party’s affiliates, subsidiaries or entities in any announcements, advertising or internal or external promotional materials whether print, electronic, audio or video or on the internet website or in a website. All requests to use either Party’s name or trademarks or logos or the name(s) or trademarks or logos of any of Party’s affiliates, subsidiaries or entities must be approved by the disclosing Party as being confidential or proprietaryother Party. In the case of the Company, provided that if it is orally or visually disclosed (including Information conveyed approval must be sent to an answering machineVice President/manager of Company’s Corporate Communications Department in Oklahoma City, voice mail box or similar medium)Oklahoma. In the case of Contractor, the disclosing Party approval must designate it as confidential or proprietary within 30 days of disclosurebe sent to Corporate Communications in Houston, Texas. Notwithstanding the foregoing, a this Section 13 shall not apply to disclosures compelled by Applicable Law (but each Party must notify the other Party promptly of any request for such information before disclosing Party is not obligated it, if practicable) or required SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives be disclosed (i) who by the rules of any stock exchange on which the shares of any Party or any of their respective affiliates are located on the disclosing Party’s premises; listed or (ii) who access the disclosing Party’s systems; in registration statements or (iii) who otherwise obtain Information in connection with this Agreement, reports filed by any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx Party or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection their respective affiliates with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Securities and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesExchange Commission.

Appears in 1 contract

Samples: Sand Storage and Transload Agreement Agreement (Solaris Oilfield Infrastructure, Inc.)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each party will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement or from AT&T with respect to the Cable Business and Systems (it being understood and agreed that all proprietary information of AT&T that is included among the Assets shall become the proprietary information of Insight at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided by The obligation of either Party party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In connection (a) Each Party agrees to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with this Agreement, either Party may disclose respect to the other Party its Information. Information of a disclosing Party is Parties, or relating to the transactions contemplated hereby, other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietaryinformation, provided that if it (A) each Party is orally permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or visually disclosed applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto, and (including Information conveyed B) the Purchaser is permitted to an answering machinedisclose or cause to be disclosed, voice mail box for the purpose of proposing, discussing, negotiating and executing the Merger or similar mediumany transaction contemplated by or related to the Merger, information related to the transactions contemplated under this Agreement to DouYu and DouYu’s Affiliates and their respective directors, officers, agents, representatives, employees, existing and potential financing sources and investors, who need to know such confidential information (such disclosure as referred to in clauses (A) and (B), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing“Permitted Disclosure”), a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access in the disclosing Party’s systems; event that any Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other Parties with prompt written notice of such requirement so that the other Parties may, solely at their own cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), and (iii) who otherwise obtain Information in connection the event that such protective order or other remedy is not obtained, or the other Parties waive compliance with this AgreementSection 5.2(a), any furnish only that portion of such Information so disclosed confidential information which is automatically deemed legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential and proprietary. Additionallytreatment will be accorded such information; provided, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosurehowever, that the this Section 5.2(a) shall not apply to any information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereofthat, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure disclosure, is in the public domain and was already known to the receiving Party free not disclosed in breach of any obligation to keep it confidential (as evidenced this Agreement by the receiving such Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 9.1 In connection with (a) Unless and until Closing occurs, any non-public information that either party (treating, for purposes of this AgreementSection 6.4, either Party may disclose to the Comcast Parties as one party and the TWC Parties as the other Party party) may obtain from the other or its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information Affiliates in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets to be confidential directly or indirectly transferred by the other party in an Exchange as well as any non-public information in the possession of such party related to the Transferred Systems and proprietary. Additionally, Transferred Assets transferred directly or indirectly by such party to the failure other party pursuant to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; this Agreement (any such information so that a party is required to keep confidential pursuant to this sentence shall, with respect to such party, be referred to as “Confidential Information”). Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed, (iii) such party may use and proprietary. Information provided by either Party disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Party prior Tax proceeding, (iv) such party may use and disclose such information to the Effective Date extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of this Agreement such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the subject matter hereof, including any obligations of such Information provided party under a separate non-disclosure agreement (howsoever denominated) is also subject to either Adelphia Purchase Agreement. In the terms event of termination of this Agreement. Neither Party has any , (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein to retain no copies of, any documents, work papers or other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free execution of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesthis Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each party will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other’s Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided by The obligation of either Party party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Unless and until Closing occurs, either Party any non-public information that any party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Transferred Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as "CONFIDENTIAL INFORMATION"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; PROVIDED, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed and proprietary. Information provided by either Party (iii) such party may use and disclose such information to the other Party prior extent reasonably necessary to the Effective Date of this Agreement permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the subject matter hereof, including any other Tax Proceeding and (iv) such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. Neither Party has For the avoidance of doubt, Comcast Trust may disclose any obligation Confidential Information to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Comcast Subsidiary and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary its Affiliates and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party their respective representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Tolling and Optional Redemption Agreement (Time Warner Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement7.13.1 Prior to the Closing, either each Party will keep confidential any non-public information that such Party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, and following the Closing, each Party will keep confidential any non-public information that such Information so disclosed is automatically deemed Party may obtain from the other in connection with this Agreement unrelated to be confidential the Cable Business and proprietary. Additionally, Systems transferred by the failure other Party pursuant to mxxx or designate this Agreement as well as any non-public information as being confidential or proprietary will not waive in the confidentiality where it is reasonably obvious, under possession of such Party related to the circumstances surrounding disclosure, that the information is confidential or proprietary; any Cable Business and Systems transferred by such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior pursuant to this Agreement (any such information that a Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each Party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such Confidential Information to the Effective Date detriment of this Agreement in connection with the subject matter hereof, including other; provided that (i) such Party may use and disclose any such Confidential Information provided once it has been publicly disclosed (other than by such Party in breach of its obligations under a separate non-disclosure agreement this Section) or which rightfully has come into the possession of such Party (howsoever denominatedother than from the other Party and other than from another Person in violation of any duty or obligation of confidentiality) is also subject and (ii) to the terms extent that such Party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, such Party may disclose such Confidential Information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be disclosed. In the event of termination of this Agreement. Neither , each Party has any obligation will cause to be delivered to the other, and retain no copies of, any documents, work papers and other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced materials obtained by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) No party will disclose any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement or from Comcast with respect to the Telephony Business (it being understood and agreed that all proprietary information of Comcast that is included among the Acquired Assets shall become the proprietary information of Insight at Closing). Each party will cause its employees, any such Information so disclosed is automatically deemed consultants, advisors and agents not to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; disclose any such information so to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other, and retain no copies of, any documents, work papers and other Party with respect materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution hereof; provided that, this sentence shall not apply to Information that: i) at the time of disclosure was already known information obtained pursuant to the receiving Party free of any obligation to keep it confidential (as evidenced Telephony Agreements, which shall be governed by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesTelephony Agreements.

Appears in 1 contract

Samples: Purchase Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In (a) Any non-public information that a party may obtain from another party in connection with the negotiation and execution of this AgreementAgreement or the consummation of the transactions contemplated hereby will be confidential and, either Party may unless and until the Closing occurs, such party will not disclose any such information to any other Person (other than its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of any other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, party; provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or that has rightfully come into the disclosing Party’s premises; possession of such party (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information other than in connection with this Agreement) and, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party (ii) to the other Party prior extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to the Effective Date disclose any of this Agreement in connection such information, such party may disclose such information. (b) Sellers and Buyer each will consult with and cooperate with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time content and timing of disclosure was already known all press releases and other public announcements, and any written statements to MNH Employees concerning this Agreement and the transactions contemplated hereby. Prior to Closing, neither of Sellers nor Buyer will make any such release, announcement or statement without the prior written consent and approval of the other (which approval shall not be unreasonably withheld or delayed), except as required by applicable Legal Requirements, in which case the other party or parties shall be consulted to the receiving Party free of any obligation to keep it confidential (extent reasonably practicable as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Partycontent and timing of such release, announcement or v) the disclosing Party consents in writing statement to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesissued.

Appears in 1 contract

Samples: Purchase Agreement (Meredith Corp)

Confidentiality and Publicity. 9.1 In connection with (a) Unless and until Closing occurs, any non-public information that either party (treating, for purposes of this AgreementSection 6.4, either Party may disclose to the Comcast Parties as one party and the TWC Parties as the other Party party) may obtain from the other or its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information Affiliates in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets to be confidential directly or indirectly transferred by the other party in an Exchange as well as any non-public information in the possession of such party related to the Transferred Systems and proprietary. Additionally, Transferred Assets transferred directly or indirectly by such party to the failure other party pursuant to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; this Agreement (any such information so that a party is required to keep confidential pursuant to this sentence shall, with respect to such party, be referred to as "Confidential Information"). Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed, (iii) such party may use and proprietary. Information provided by either Party disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Party prior Tax proceeding, (iv) such party may use and disclose such information to the Effective Date extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of this Agreement such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the subject matter hereof, including any obligations of such Information provided party under a separate non-disclosure agreement (howsoever denominated) is also subject to either Adelphia Purchase Agreement. In the terms event of termination of this Agreement. Neither Party has any , (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein to retain no copies of, any documents, work papers or other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free execution of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesthis Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Time Warner Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each of Insight and TCI will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the Company at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed. The obligation of Insight and proprietaryTCI to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , each of Insight and TCI will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In connection with 7.1 Each party agrees to provide to the other party such information as shall be reasonably necessary to permit the other party to perform its obligations hereunder. Each party hereto shall identify as confidential information ("Confidential Information") all information -7- 8 provided by such party to the other party which is considered by such providing party to be confidential, proprietary information. Except as set forth in Section 7.2, neither party hereto will, without the prior written consent of the party providing such Confidential Information, (i) use any portion of such Confidential Information for any purpose other than performance pursuant to this Agreement, either Party may disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) disclose any, portion of such Confidential Information to any person or entity other than the officers and employees of such party and its affiliates (as defined in Section 8.15) who reasonably need to have access to the disclosing Party’s systemsConfidential Information for purposes of performance under this Agreement and who are bound by appropriate confidentiality agreements and commitments consistent with those utilized by such party in protecting its own confidential information. The obligations of a recipient party with respect to Confidential Information shall remain in effect except to the extent that: (a) such Confidential Information becomes generally available to the public other than as a result of unauthorized disclosure by the recipient or persons to whom such recipient has made the information available; (b) such Confidential Information has been released without restriction by the party providing the Confidential Information to another person or entity; (c) the recipient can demonstrate that such Confidential Information was received by such recipient on a non-confidential basis, prior to receipt from the other party, from a third party lawfully possessing and lawfully entitled to disclose such information; or (iiid) who otherwise obtain such Confidential Information is required to be released pursuant to a court order or an administrative proceeding. Confidential Information shall remain the property of the disclosing party, and shall be returned to the disclosing party upon satisfaction or completion of the performance obligations under this Agreement with respect to which such Confidential Information was disclosed. Each recipient party agrees to safeguard Confidential Information utilizing the same degree of care utilized by such recipient party in connection with protecting its own confidential information. The terms of this Agreement, any such Information so disclosed is automatically Agreement shall be deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Confidential Information provided by either Party to the other Party prior to the Effective Date for purposes of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesArticle 7.

Appears in 1 contract

Samples: Lease and Bandwidth Capacity Agreement (Knology Holdings Inc /Ga)

Confidentiality and Publicity. 9.1 5.1 In connection with prior related disclosures and work, pursuant to the Confidential Disclosure Agreement between the parties of January 24, 1997, which agreement is incorporated herein by reference, and with the negotiation, execution and performance of this Agreement, either Party may disclose Xxxxxx and PharmaPrint have had and will have access to certain confidential and proprietary information of each other, including, but not limited to, financial data, know-how, trade secrets, technology, PharmaPrint's Patent Rights relating to the other Party its Information. Information PharmaPrint -Registered Trademark- Process, and certain mutual information concerning the identification, characterization of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by and standardization of the disclosing Party as being confidential or proprietarybiological active components, provided that if it is orally or visually disclosed (including Information conveyed to an answering machinetheir biological activity, voice mail box or similar medium), and their percent of the disclosing Party must designate it as confidential or proprietary within 30 days composition of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (iHerbal Product(s) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has Recognizing that such information is all confidential and represents valuable assets and property to both parties, and the harm that may befall such party if any obligation of such information is disclosed, Xxxxxx and PharmaPrint agree that for a period of ten (10) years after the execution of the January 24, 1997 Confidential Disclosure Agreement between the parties, referred to above, to hold all such information in confidence and not to use or otherwise disclose any of such information to third parties without the prior written consent of the other Party with respect party PROVIDED, HOWEVER, that the obligations of confidentiality created herein shall cease to Information thatapply to information: i(a) at that can be demonstrated through documentary evidence to be in, or to come into, the time public domain through no fault of disclosure was already known Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party by a third party who, to the receiving Party free of any party's knowledge, was under no obligation to keep it confidential such information confidential; and (as evidenced c) which, in the written opinion of Xxxxxx'x or PharmaPrint's legal counsel, is required to be disclosed by law or regulation or by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free rules of any obligation to keep it confidentialstock exchange on which Xxxxxx'x or PharmaPrint's securities are listed, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access but only to the Information received from extent so required and only upon five (5) business days written notice to and followed by consultation with the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesother party.

Appears in 1 contract

Samples: Master Services Agreement (Pharmaprint Inc)

Confidentiality and Publicity. 9.1 In connection (a) Each Party agrees to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with this Agreement, either Party may disclose respect to the other Party its Information. Information of a disclosing Party is Party, or relating to the transactions contemplated hereby, other than to their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietaryinformation, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as applicable, or any amendments thereto (it being understood that such disclosure, if it applicable, will be made promptly after the execution of the relevant definitive agreements(s) with respect to the Merger) and (B) the Purchaser is orally permitted to disclose or visually disclosed cause to be disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the Merger, information related to the transactions contemplated under this Agreement (including Information conveyed a copy of this Agreement) to an answering machinethe Company, voice mail box the Company’s directors, officers and advisors, and the advisors of the independent members of the Company’s board of directors (the “Permitted Merger Disclosure”, and together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other Party with prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a protective order or similar mediumother remedy or waive compliance with this Section 5.2(a), (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information and (iv) prior to making a Permitted Merger Disclosure, the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information shall in connection good faith consult and coordinate with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information the timing and content of such disclosure; provided, however, that this Section 5.2(a) shall not apply to any information that: i) , at the time of disclosure disclosure, is in the public domain and was already known to the receiving Party free not disclosed in breach of any obligation to keep it confidential (as evidenced this Agreement by the receiving such Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 9.1 In connection with this AgreementUnless and until Closing occurs, any non-public information that either Party party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, including this Agreement, shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the Assets as well as any non-public information in the possession of such party related to the Assets (any such information that a party is required to keep confidential pursuant to this sentence, “Confidential Information”), except as may be required by law or through subpoena or testimony under oath. Each party shall not disclose any Confidential Information so to any other Person (other than its directors, officers and employees, and representatives of its advisers and lenders), or use such information to the detriment of the other except in connection with any litigation or disputes between the parties; provided that (i) such party may use and disclose any such information once it has been publicly disclosed is automatically deemed (other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may be confidential and proprietarycompelled by legal requirements to disclose any of such information. In the event of termination of this Agreement, the obligation set forth in this Section shall continue for a period of two (2) years after such termination. Additionally, if Buyer terminates this Agreement, Buyer shall deliver to Seller, and shall retain no copies of, any documents, work papers or other materials obtained by Buyer or on its behalf from Seller, whether so obtained before or after the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms execution of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Purchase Agreement (LYFE Communications, Inc.)

Confidentiality and Publicity. 9.1 (a) In connection handling any confidential information, Bank and all employees and agents of Bank shall exercise commercially reasonable efforts to maintain in confidence, in accordance with this Agreementits customary procedures for handling confidential information, either Party may disclose all non-public information furnished to Bank (“Confidential Information”) other than any such Confidential Information that becomes generally available to the public (other Party its Information. Information than through disclosure by Bank in violation of this Section 12.8) or becomes available to the Bank from a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided source other than Borrower and that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated known to mxxxBank to be subject to confidentiality obligations; provided, identify, or so designate, that Bank and its Affiliates shall have the right to disclose Confidential Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives to: (i) who are located on the disclosing Partysuch Person’s premises; Affiliates (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, provided that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject applicable Affiliate agrees to the terms of this Agreement. Neither Party has Section 12.8); (ii) such Person or such Person’s Affiliates’ lenders, funding sources, or financing sources; (iii) such Person’s or such Person’s Affiliates’ directors, officers, trustees, partners, members, managers, employees, agents, advisors, representatives, attorneys, equity owners, professional consultants, portfolio management services and rating agencies; (iv) any obligation successor or assign of Bank; (v) any Person to whom Bank offers to sell, assign or transfer any Credit Extension or any part thereof or any interest or participation therein (provided that any such Person shall have entered into an agreement containing confidentiality provisions no less restrictive than the provisions of this Section 12.8 and Bank shall have delivered a copy to Borrower); (vi) any Person that provides statistical analysis and/or information services to Bank or its Affiliates; and (vii) any Person (A) to the extent required by it by law, (B) as may be required in connection with the examination, audit, or similar investigation of Bank, (C) in response to any subpoena or other Party legal process or informal investigative demand, (D) in connection with respect to Information that: iany litigation, or (E) at in connection with the time of disclosure was already known to the receiving Party free actual or potential exercise or enforcement of any obligation right or remedy under any Loan Document. The obligations of Bank and its Affiliates under this Section shall supersede and replace any other confidentiality obligations agreed to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is Bank or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Loan and Security Agreement (Allena Pharmaceuticals, Inc.)

Confidentiality and Publicity. 9.1 In connection *** Certain information in this document has been omitted and filed separately with this Agreementthe Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. During the course of the parties’ commercial relationship, either Party party may disclose have or may be provided access to the other Party its Information. Information of a disclosing Party is party’s confidential or proprietary only if it is clearly marked or otherwise identified information and materials, including, but not limited to, information deemed by the disclosing Party as being confidential or party to be non-public, proprietary, provided that if it is orally secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or visually disclosed products, pricing of goods or services, formulas, processes, ideas, inventions (including whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information conveyed to an answering machinein accordance with any non-disclosure agreement, voice mail box confidentiality agreement or similar mediuminstrument executed by the parties hereto (“NDA”); provided, that, in the disclosing Party must designate absence of an NDA, at a minimum, each party hereto agrees to (a) maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until such time as confidential the Confidential Information becomes rightfully available to the public through no fault of the receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, express or proprietary within 30 days implied, as to the accuracy or completeness of disclosureBuyer’s Confidential Information and Buyer shall assume no liability resulting from the use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a commercial relationship, to any third party without the written consent of the other party. Notwithstanding the foregoing, a disclosing either Party is not obligated to mxxx, identify, may publicly disclose the existence and content of these Terms and Conditions or so designate, Information that the disclosing Purchase Order without the consent of the other Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on to the disclosing Party’s premisesextent required by applicable federal and state securities laws in effect from time to time; provided, however, that the Party with the requirement to disclose shall give the other Party prior written notice of such requirement including reasonable particulars; (ii) to third parties who access agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the disclosing Party’s systems; relevant Party or any of its affiliates and (iii) who otherwise obtain Information in connection with this Agreementto Suppliers, any such Information so disclosed is automatically deemed to be confidential service providers and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the other Party prior to the Effective Date confidential nature of this Agreement in connection with the subject matter hereof, including any and agree to keep such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreementinformation confidential. Neither Party has any obligation to party may use the other Party with respect to Information that: i) at party’s name or trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or client listings without the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Partyother party’s prior written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesconsent.

Appears in 1 contract

Samples: Purchase Option Agreement (Emerge Energy Services LP)

Confidentiality and Publicity. 9.1 In connection No Party shall (a) use the name or any other identifying information of any Consenting Stakeholders in any communication (including a press release, pleading or other publicly available document) (other than a communication with this Agreementthe legal, either Party may accounting, financial and other advisors to Aegean who are under obligations of confidentiality to Aegean with respect to such communication, and whose compliance with such obligations Aegean shall be responsible for) without such Consenting Stakeholder’s prior written consent or (b) disclose to the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed any person (including Information conveyed for the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial and other advisors to an answering machineAegean (who are under obligations of confidentiality to Aegean with respect to such disclosure, voice mail box or similar mediumand whose compliance with such obligations Aegean shall be responsible for), the disclosing Party must designate it as confidential name or proprietary within 30 days the principal amount or percentage of disclosurethe Aegean Notes or Claims held by any Consenting Stakeholder or any of its respective subsidiaries (including, for the avoidance of doubt, any Aegean Notes or Claims, acquired pursuant to any Transfer); provided, however, that Aegean shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Aegean Notes or Claims held by the Consenting Stakeholders collectively. Notwithstanding the foregoing, a disclosing Party is not obligated the Consenting Stakeholders hereby consent to mxxxthe disclosure of the execution, identifyterms and contents of this Agreement by Aegean in the Restructuring Documents or as otherwise required by law or regulation; provided, or so designatehowever, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with if Aegean determines that it is required to attach a copy of this Agreement, any Joinder or Transfer Agreement to any Restructuring Documents or any other filing or similar document relating to the transactions contemplated hereby, it will redact any reference to or identifying information concerning a specific Consenting Stakeholder and such Information so disclosed Consenting Stakeholder’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of identifying information of any Consenting Stakeholders is automatically required by applicable law, advance notice of the intent to disclose, if permitted by applicable law, shall be given by the disclosing Party to each Consenting Stakeholder (who shall have the right to seek a protective order prior to disclosure), it being agreed that there is no requirement to include such information in any filing with the Securities and Exchange Commission (“SEC”) and that Aegean shall exercise commercially reasonable efforts to apply for and obtain a confidential treatment order by timely filing a “confidential treatment request” and, in the absence of receiving such order from the SEC, shall redact the identifying information of any Consenting Stakeholders from any SEC filing. Aegean further agrees that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement. Notwithstanding the foregoing, Aegean will use commercially reasonable efforts to submit to counsel for the Consenting Stakeholders all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by Aegean relating to this Agreement or the transactions contemplated hereby and any amendments thereof at least two (2) Business Days in advance of release and will take such counsel’s view with respect to such communications into account. Nothing contained herein shall be deemed to be confidential and proprietary. Additionallywaive, the failure to mxxx amend or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to modify the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is confidentiality agreement or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesarrangement.

Appears in 1 contract

Samples: document.epiq11.com

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Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party may disclose (a) Prior to the other Party Closing, each of the Warrantors and the Parent Parties (each a “Non-disclosure Obligor”) agrees to, and shall cause its Information. Information of a disclosing Party is agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary only if it information with respect to Parent Parties (in the case that such Non-disclosure Obligor is clearly marked a Warrantor) or otherwise identified by the disclosing Party as being confidential or proprietary, provided Group Companies (in the case that if it such Non-disclosure Obligor is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar mediuma Parent Party), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identifyapplicable, or so designaterelating to the transactions contemplated hereby, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access in the disclosing event that any Non-disclosure Obligor or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Parent (in the case that such Non-disclosure Obligor is a Warrantor) or the Seller Representative (in the case that such Non-disclosure Obligor is a Parent Party’s systems; ), as applicable, with prompt written notice of such requirement so that Parent or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 5.5(a), and (iii) who otherwise obtain Information in connection the event that such protective order or other remedy is not obtained, or either Parent or the Seller Representative waives compliance with this AgreementSection 5.5(a), any furnish only that portion of such Information so disclosed confidential information which is automatically deemed legally required to be provided and exercise its best efforts to obtain assurances that confidential and proprietary. Additionallytreatment will be accorded to such information, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obviousprovided, under the circumstances surrounding disclosurehowever, that such Non-disclosure Obligor shall have provided a draft of the information proposed disclosure to Parent (in the case that such Non-disclosure Obligor is confidential a Warrantor) or proprietary; any the Seller Representative (in the case that such information so disclosed or Non-disclosure Obligor is a Parent Party), as applicable, reasonably in advance and shall have obtained is automatically deemed to be confidential and proprietary. Information provided by either Party written confirmation from the relevant party that they have no further comments to the other Party prior content of such proposed disclosure; provided, further, that (A) this Section 5.5(a) shall not apply to the Effective Date of this Agreement in connection with the subject matter hereofany information that, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by any Non-disclosure was already known Obligor or any of its agents, representatives, Affiliates, employees, officers or directors, (B) each Party shall have the right to the receiving Party free of disclose any obligation information to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, employees, officers, directors, counsel, auditor, shareholder, agents and third party representativesrepresentatives on a need-to-know basis; provided, however, that such Persons shall be advised of the confidential nature of the information and GI except are under written agreement the same or equivalent non-disclosure obligation provided hereunder or appropriate non-disclosure obligations imposed by the contracting partiesprofessional ethics, Law, contract or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kingsoft Cloud Holdings LTD)

Confidentiality and Publicity. 9.1 In connection with this Agreement7.13.1. Prior to the Closing, either each Party will keep confidential any non-public information that such Party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, and following the Closing, each Party will keep confidential any non-public information that such Information so disclosed is automatically deemed Party may obtain from the other in connection with this Agreement unrelated to be confidential the Cable Business, Systems and proprietary. AdditionallyShares transferred by IPWT pursuant to this Agreement as well as any non-public information in the possession of Charter related to the Cable Business, the failure Systems and Shares transferred by IPWT to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Charter pursuant to this Agreement (any such information so that a Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Charter will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such Confidential Information to the detriment of the other; provided that (i) Charter may use and disclose any such Confidential Information once it has been publicly disclosed (other than by Charter in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of Charter (other than from IPWT, IPSE or RMG and other than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that Charter may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, Charter may disclose such Confidential Information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be confidential and proprietarydisclosed. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , Charter will cause to the other Party with respect be delivered to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure)IPWT, ii) is IPSE or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsRMG, and wherein such development occurred without retain no copies of, any direct documents, work papers and other materials obtained by Charter or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Unless and until Closing occurs, either Party any non-public information that any party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be the Transferred Systems or Transferred Assets and TWE and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Transferred Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed and proprietary. Information provided by either Party (iii) such party may use and disclose such information to the other Party prior extent reasonably necessary to the Effective Date of this Agreement permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the subject matter hereof, including any other Tax Proceeding and (iv) such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. Neither Party has For the avoidance of doubt, Comcast Trust may disclose any obligation Confidential Information to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Comcast Subsidiary and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary its Affiliates and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party their respective representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Redemption Agreement (Time Warner Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Unless and until Closing occurs, either Party any non-public information that any party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Transferred Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed and proprietary. Information provided by either Party (iii) such party may use and disclose such information to the other Party prior extent reasonably necessary to the Effective Date of this Agreement permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the subject matter hereof, including any other Tax Proceeding and (iv) such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. Neither Party has For the avoidance of doubt, Comcast Trust may disclose any obligation Confidential Information to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Comcast Subsidiary and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary its Affiliates and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party their respective representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Tolling and Optional Redemption Agreement (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Unless and until Closing occurs, either Party any non-public information that any party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be the Transferred Systems or Transferred Assets and Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Transferred Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed and proprietary. Information provided by either Party (iii) such party may use and disclose such information to the other Party prior extent reasonably necessary to the Effective Date of this Agreement permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the subject matter hereof, including any other Tax Proceeding and (iv) such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. Neither Party has For the avoidance of doubt, 69 Comcast Trust may disclose any obligation Confidential Information to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Comcast Subsidiary and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary its Affiliates and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party their respective representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Redemption Agreement (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement7.13.1 Prior to the Closing, either each Party will keep confidential any non-public information that such Party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information Parties in connection with this Agreement, and following the Closing, each Party will keep confidential any non-public information that such Information so disclosed is automatically deemed Party may obtain from the other Parties in connection with this Agreement unrelated to be confidential the Cable Business and proprietary. Additionally, Systems as well as any non-public information in the failure possession of such Party related to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Cable Business and Systems (any such information so that a Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). No Party will disclose, and each Party will cause its employees, consultants, advisors and agents not to disclose, any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such Confidential Information to the detriment of the other Parties; provided that (i) Charter may use and disclose any such Confidential Information once it has been publicly disclosed (other than by Charter in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of Charter (other than from RMG or IPWT and other than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that Charter may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, Charter may disclose such Confidential Information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be confidential and proprietarydisclosed. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , Charter will cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein such development occurred without retain no copies of, any direct documents, work papers and other materials obtained by Charter or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: RMG Purchase Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 9.1 In (a) Each TAIYO Party and Asaph shall, and shall use reasonable efforts to ensure its Affiliates shall, maintain in confidence (i) all confidential or proprietary information (oral or written, whether or not specifically labeled or identified as confidential) received from the other Party or their respective directors, officers, employees, advisors and agents in connection with this Agreement (including the TAIYO Information), (ii) the content and existence of the Transaction, this Agreement, either the Ancillary Agreement and all other agreements or documents executed or delivered in connection therewith, and (iii) any discussion, information or communication exchanged in connection with the negotiation, preparation, execution and performance of such agreements or documents (collectively, “Confidential Information”), shall use such Confidential Information only in connection with the Transaction, shall not disclose any such Confidential Information to a third party or make any unauthorized use thereof and shall not use for its benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any third party, any Confidential Information; provided, however, (x) any TAIYO Party or Asaph may disclose to the other Party its Information. Confidential Information of a disclosing Party which is confidential requested or proprietary only if it is clearly marked required by Applicable Law, or otherwise identified by the disclosing Party as being confidential any Governmental Entity, subpoenas or proprietaryin any Proceedings, provided that if it is orally the recipient party so requested or visually disclosed required shall provide the disclosing party with prompt written notice of any such request or requirement, and (y) any TAIYO Party and Asaph may disclose the Confidential Information to any Other Shareholder to the extent necessary or appropriate to implement Asaph’s Offer and acceptance thereof by the Offered Shareholders in connection with Asaph’s Offer (including disclosure prior to the date Taiyo dispatches a convocation notice for the Taiyo Shareholders’ Meeting of the Confidential Information conveyed to an answering machine, voice mail box or similar mediumOther Shareholders to explain the Transaction and Asaph’s Offer), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is Confidential Information shall not obligated to mxxxinclude any information that (A) has become generally available in the public domain, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by (B) was in the receiving Partyparty’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party possession prior to disclosure (which in the Effective Date case of this Agreement in connection with the subject matter hereofAsaph, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosureshall include Teva), ii(C) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is was independently developed by the receiving Party party (which in the case of Asaph, shall include Teva), or (D) was received from a third partyparty who had a right to disclose such information (which in the case of Asaph, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesshall include Teva).

Appears in 1 contract

Samples: Framework Agreement (Teva Pharmaceutical Industries LTD)

Confidentiality and Publicity. 9.1 In connection with Having regard to the fact that the Parties may from time to time disclose some or all of their confidential information to one another, each Party hereby irrevocably agrees and undertakes, in favour of each other Party, and in order to protect each Party's proprietary interests in and to its confidential information- not, during the existence of this AgreementContract or at any time thereafter, to use, divulge or disclose, directly or indirectly to any person or entity whatsoever, in any form or manner whatsoever, either directly or indirectly, the confidential information of any other Party (or any portion thereof) that may disclose have been disclosed or communicated to or acquired by the recipient; not, during the existence of this Contract or at any time thereafter, to use, exploit, permit the use of or in any other manner whatsoever apply the confidential information of any other Party (or any portion thereof) for its own benefit or for any other purpose whatsoever other than for the purpose for which it was disclosed and otherwise than in accordance with the provisions of this Contract; and during the existence of this Contract and at all times thereafter, to maintain in secrecy all confidential information of the other Party its Information. Information of a disclosing Party is confidential which may have been disclosed or proprietary only if it is clearly marked communicated to or otherwise identified acquired by the disclosing recipient. Notwithstanding the provisions of 67.1, any Party shall be entitled to disclose the confidential information of another Party to such of its shareholders, directors, employees, advisors and/or agents ("associated Parties") as being may be necessary for the purpose for which that confidential information was disclosed to it or proprietaryfor purposes of operating and executing the Concession, provided that if it the relevant Party disclosing same shall take whatever steps are necessary to ensure that such associated Parties agree to abide by the terms of this clause 67 and each conclude a separate confidentiality and non-disclosure agreement mutatis mutandis on the terms and conditions set out in this clause 67 in order to prevent the unauthorised disclosure of the confidential information to third Parties. Each Party hereby - acknowledges that the unauthorised disclosure of the confidential information of another Party (or any portion thereof) to a third Party may cause irreparable loss, harm and damage to such other Party and accordingly hereby indemnifies and holds each other Party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, suffered or sustained by such other Party pursuant to a breach by the first mentioned Party or any associated Party of the first mentioned Party of the provisions of this Contract; and undertakes to take all such steps as may be necessary to prevent the confidential information of another Party (or any portion thereof) falling into the hands of unauthorised third Parties; and accepts responsibility for all acts and omissions of its associated Parties in relation to the confidential information of another Party. Any and all documentation or records relating to the confidential information of any Party which comes into the possession of another Party or any one or more of its associated Parties during the existence of this Contract or at any time thereafter - shall be deemed to form part of the confidential information of the firstmentioned Party; shall be deemed to be the property of the firstmentioned Party; shall not be copied, reproduced, published or circulated by the recipient or any associated Party of the recipient save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the basis set out in 67.2; shall be surrendered to the firstmentioned Party on demand on termination of this Contract and neither the recipient nor any of its associated Parties shall retain any copies or précis thereof or extracts therefrom save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the basis set out in 67.2. Any and all information which is orally acquired by a Party pursuant to the implementation of this Contract, in whatever form or visually disclosed from whatsoever source (including Information conveyed to an answering machinespecifically including, voice mail box or similar mediumbut not limited to, information verbally communicated), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically shall be deemed to be confidential information and proprietaryshall be subject to the provisions contained herein. AdditionallyThe above undertakings relating to confidentiality and non-disclosure shall not apply to any information which - the Council is required to disclose to any Competent Authority, or customer pursuant to the failure Regulatory Provisions provided that in such circumstances the Party about to mxxx disclose any confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; is disclosed to the Operator or designate to any Subcontractor of the Concessionaire or of the Operator; a Party can demonstrate is already in the public domain or becomes available to the public otherwise than by its default or the default of any of its associated Parties; a Party can demonstrate to have been in its possession at the time of its disclosure hereunder without an obligation of confidence, as proved by such Party's written records; a Party can demonstrate was independently acquired or developed in circumstances that do not amount to a breach of the provisions of this Contract by it or by any of its associated Parties, as proved by such Party's written records; a Party can demonstrate was acquired by it independently from a third Party acting in good faith which has not previously obtained the confidential information directly or indirectly under a confidentiality obligation from another Party, as being proved by such Party's written records; is disclosed by a Party to any Competent Authority or to satisfy an order of a court of competent jurisdiction or to comply with the provisions of the Regulatory Provisions or of any law or regulation in force from time to time, provided that in such circumstances the Party about to disclose any confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; a Party uses or proprietary will not waive discloses in order to pursue any legal remedy available to it; a Party discloses to a person or entity who is negotiating with such Party for the confidentiality where it is reasonably obviousacquisition of an interest in such Party , under the circumstances surrounding disclosure, provided that the information person or entity to whom any disclosure is confidential or proprietary; any made shall first have undertaken in writing not to disclose such information so disclosed to another person or obtained is automatically deemed entity and to be use it only for the purpose of evaluating its decision; or a Party discloses to its shareholders to enable such shareholders to consider the value and prospects of their shareholdings; a Party discloses to the Lenders, provided that the Party about to disclose any confidential and proprietary. Information provided by either information of another Party to shall only disclose that portion of the confidential information of the other Party prior which it is legally required to disclose and shall use all reasonable endeavours to protect the confidentiality of such information to the Effective Date widest extent possible in the circumstances. In order to protect the confidential information of the Parties, each Party hereby undertakes - to claim and enforce similar confidentiality undertakings from all its associated Parties to whom the confidential information of another Party (or any portion thereof) has been disclosed; and to preclude other persons having access to the confidential information of the other Parties and shall only allow the aforesaid category of persons to come into contact with such confidential information. Save as may be required by law or any regulatory authority, no announcement or publicity of content of this Agreement Contract or the transactions embodied in this Contract shall be made or issued by or on behalf of any Party without the prior written agreement of the other Party. For purposes of this clause 67, "confidential information" of any Party means all technical, trade, commercial, financial and management information and secrets of a Party, including (but is not limited to) any information in respect of formulae, know-how, statistics, processes, systems, business methods and techniques used by that Party in the conduct of its business; any information contained in any business or other model, network and/or architecture design, all information contained in any document prepared by that Party in connection with the subject matter hereofConcession; all computer software, including software concepts, specifications and internal control systems of that Party; all trade secrets, inventions, technical data, user or Consumer data, research and development data, profiles, designs, formulations and all other information belonging to or in the possession of that Party and used by it in its business operations; knowledge of details and particulars in regards to that Party's suppliers, customers and business associates; that Party's methods of conducting business, management, costs and related matters; any such Information provided under a separate non-disclosure agreement (howsoever denominated) other information which relates to the business of that Party which is also not readily available in the normal course of business to competitors of that Party and which may come to the knowledge of the recipient, and all other information, documentation, material or ideas of that Party, in whatever form and contained on whatever media, whether subject to or protected by common law or statutory laws relating to copyright, patent, trade xxxx (registered or unregistered) or otherwise. It is recorded that a copy of the terms of this Agreement. Neither Party has any obligation Contract will be submitted to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesMinister.

Appears in 1 contract

Samples: Concession Agreement

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party 7.17.1 Each party will keep confidential any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems and, unless and until the Closing occurs, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (a) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (b) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided The obligation by either Party party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Exchange Agreement (Jones Intercable Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party may disclose 20.1 This Section 20 (Confidentiality and Publicity) shall replace and supersede in its entirety any previous confidentiality and/or publicity rights and obligations between the Parties. The Parties will be making certain general business information and know-how that is not generally known by the public available to the other Party, or a Party its Information. may have access to Confidential Information of the other Party orally and/or in writing. “Confidential Information” shall include, without limitation, any intellectual property, Launch Plan Notices, trade secrets, technical information, training materials, control documents, workflows and relevant documentation, materials, data, any other secret, sensitive or confidential material related to the business generally, business technology, business strategies, accounting, financial information, contracts, agreements, files, records, documents, techniques, expertise, marketing concepts, diagrams or concepts relating to product plans or designs, products, product specifications, systems, software code, formulae, practices, processes, customers, projects or information of any type whatsoever, in whatever form or media, whether or not marked as “confidential” or “proprietary,” of a disclosing Party that is confidential disclosed to or proprietary only if it is clearly marked or otherwise identified becomes known by the other Party, including all the records of the disclosing Party as being confidential created, accessed, viewed, learned or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractorsParty pursuant to this Agreement and the transactions contemplated hereby and which is not generally known to the public or throughout the trade, or representatives (i) who are located on which could reasonably be expected to be valuable to the disclosing Party’s premises; (ii) who access Party or its Affiliates or a competitor of any of the disclosing Party’s systems; Party or (iii) who otherwise obtain its Affiliates. Confidential Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is shall also subject to include the terms of this Agreement. Neither Party has any obligation For purposes of clarification only and in no way intending to limit or otherwise revise the obligations in this Section, these obligations apply to Confidential Information disclosed to the other Party with respect pursuant to Information that: i) at this Agreement or the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Original Supply Agreement and information contained therein is not for use the transactions contemplated hereby or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesthereby

Appears in 1 contract

Samples: Supply Agreement (ChromaDex Corp.)

Confidentiality and Publicity. 9.1 6.1 In connection with prior related disclosures and work, pursuant to the Confidential Disclosure Agreement between the parties of January 24, 1997, which Agreement is incorporated herein by reference, and with the negotiation, execution and performance of this Agreement, either Party may disclose Xxxxxx and PharmaPrint have had and will have access to certain confidential and proprietary information of each other, including, but not limited to, financial data, know-how, trade secrets, technology, PharmaPrint's Patent Rights relating to the other Party its Information. Information PharmaPrint process and certain mutual information concerning the identification, characterization and standardization of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietarybiological active components, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), their biological activity and their percent in the disclosing Party must designate it as confidential or proprietary within 30 days composition of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms Herbal Products of this Agreement. Neither Party has Recognizing that such information is all confidential and represents valuable assets and property to both parties, and the harm that may befall such parties if any obligation of such information is disclosed, Xxxxxx and PharmaPrint agree that for a period of ten (10) years after the execution of the January 24, 1997, Confidential Disclosure Agreement between the parties, referred to above, to hold all such information in confidence and not to use or otherwise disclose any such information to third parties without the prior written consent of the other Party with respect party: PROVIDED, HOWEVER, that the obligations of confidentiality created herein shall cease to Information thatapply to information: i(a) at that can be demonstrated through documentary evidence to be in, or to come into, the time public domain through no fault of disclosure was already known Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party by a third party who, to the receiving Party free of any party's knowledge, was under no obligation to keep it confidential such information confidential; and (as evidenced c) which, in the written opinion of legal counsel for either party, is required to be disclosed by law or regulation or by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free rules of any obligation to keep it confidentialstock exchange on which Xxxxxx'x PharmaPrint's securities are listed, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access but only to the Information received from extent so required and only upon five (5) business days written notice to and followed by consultation with the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesother party.

Appears in 1 contract

Samples: Saw Palmetto Supply Agreement (Pharmaprint Inc)

Confidentiality and Publicity. 9.1 In connection with The Lender and any of its Assignees and/or Participants (collectively, the “Lending Parties”), agree to keep confidential any information furnished or made available to it by the Borrower, Holdings or any Affiliate of Holdings (the foregoing, collectively, the “Borrower Parties”) pursuant to or in furtherance of the transactions contemplated by this Agreement, either Party may disclose including, without limitation, information relating to the Eligible Loans; provided, however, that nothing herein shall prevent any Lending Party from disclosing such information (a) to any other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identifyLending Party, or so designateany Affiliate, Information officer, director, employee, agent, or advisor of any Lending Party, provided, however, that each such Person agrees in writing to be or is otherwise bound to maintain the disclosing Party discloses confidentiality of such information and uses the same only in connection with the establishment, administration, reporting with respect to, or enforcement of the Credit Documents, (b) to any other Person if reasonably incidental to the establishment administration and/or enforcement of the Credit Documents, such as an attorney or accountant for a Lending Party, provided, however, that such Person agrees in writing to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed bound to be confidential and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive maintain the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any of such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to uses the other Party prior to the Effective Date of this Agreement same only in connection with the subject matter hereofestablishment, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party administration, reporting with respect to Information that: ito, or enforcement of the Credit Documents, (c) at as required by any law, rule, or regulation, (d) upon the time of disclosure was already known to the receiving Party free order of any obligation to keep it confidential court or administrative agency having appropriate jurisdiction of any party hereto or related subject matter, (as evidenced by e) upon the receiving Party’s written records prepared prior to such disclosure)request or demand of any regulatory agency or authority having appropriate jurisdiction of any party hereto or related subject matter, ii(f) that is or becomes publicly known through no wrongful act available to the public or that is or becomes available to any Lending Party other than as a result of the receiving a disclosure by any Lending Party prohibited by this Agreement, (g) in connection with any litigation related to this Agreement to which such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from Lending Party or any of its Affiliate may be a third party, free (h) to the extent necessary in connection with the exercise of any obligation to keep it confidential, iv) is independently developed by the receiving Party remedy under this Agreement or a third party, as evidenced by the receiving Party’s written recordsany other Credit Document, and wherein such development occurred without any direct (i) subject to provisions substantially similar to those contained in this Section 10.21 or indirect use of or access other customary confidentiality requirements applicable to the Information received from the disclosing Partysyndication of credit facilities, or v) the disclosing Party consents but in writing all cases subject to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under a written agreement by the contracting partiesto maintain confidentiality to any actual or proposed Participant or Assignee.

Appears in 1 contract

Samples: Credit and Security Agreement (NorthStar Real Estate Income Trust, Inc.)

Confidentiality and Publicity. 9.1 In connection with (a) Unless and until Closing occurs, any non-public information that either party (treating, for purposes of this AgreementSection 6.4, either Party may disclose to the Comcast Parties as one party and the TWC Parties as the other Party party) may obtain from the other or its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information Affiliates in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets to be confidential directly or indirectly transferred by the other party in an Exchange as well as any non-public information in the possession of such party related to the Transferred Systems and proprietary. Additionally, Transferred Assets transferred directly or indirectly by such party to the failure other party pursuant to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; this Agreement (any such information so that a party is required to keep confidential pursuant to this sentence shall, with respect to such party, be referred to as "Confidential Information"). Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed, (iii) such party may use and proprietary. Information provided by either Party disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Party prior Tax proceeding, (iv) such party may use and disclose such information to the Effective Date extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of this Agreement such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the subject matter hereof, including any obligations of such Information provided party under a separate non-disclosure agreement (howsoever denominated) is also subject to either Adelphia Purchase Agreement. In the terms event of termination of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential , (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or vA) the disclosing Party consents obligation set forth in writing to be free this Section shall continue for a period of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMTtwo years after such termination, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesand

Appears in 1 contract

Samples: Exchange Agreement

Confidentiality and Publicity. 9.1 In connection with this Agreement, either (a) Each Party will use commercially reasonable efforts to assure that any non-public information that such Party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems will be kept confidential and, unless and until the Closing occurs, such Party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such Party may use and disclose any such information so once it has been publicly disclosed (other than by such Party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such Party (other than from the other Party) and (ii) to the extent that such Party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such Party may disclose such information if it will have used all reasonable efforts, and will have afforded the other Party the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided The obligation by either Party to hold information in confidence pursuant to this Section will be satisfied if such Party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither , each Party has any obligation will use all reasonable efforts to cause to be delivered to the other, and retain no copies of, any documents, work papers and other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced materials obtained by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Tele Communications Inc /Co/)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each Partner will use commercially reasonable efforts to assure that any non-public information that such Partner may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems will be kept confidential and, unless and until the Closing occurs, such Partner will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such Partner may use and disclose any such information so once it has been publicly disclosed (other than by such Partner in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such Partner (other than from the other Partner) and (ii) to the extent that such Partner may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such Partner may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided The obligation by either Party Partner to hold information in confidence pursuant to this Section will be satisfied if such Partner exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each Partner will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct Partner or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: General Partnership Agreement (Tca Cable Tv Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party 7.13.1 Each party will use reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement or with respect to the Cable Business and Systems will be confidential and, unless and until the Closing occurs, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential and proprietarydisclosed. Information provided The obligation by either Party party to hold information in confidence pursuant to this Section will be satisfied if such party exercises the other Party prior same care with respect to such information as it would exercise to preserve the Effective Date confidentiality of this Agreement in connection with its own similar information. In the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms event of termination of this Agreement. Neither Party has any obligation , each party will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein such development occurred without retain no copies of, any direct or indirect use of or access to the Information received from the disclosing Partydocuments, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partieswork papers and

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Tca Cable Tv Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each of Insight and AT&T will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement with respect to the other's Cable Business and Systems (it being understood and agreed that all proprietary information of AT&T or Insight that is included among the Assets of AT&T or Insight shall become the proprietary information of the Partnership at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed. The obligation of Insight and proprietaryAT&T to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , each of Insight and AT&T will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Asset Contribution Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement7.15.1. Prior to the Closing, either each Inspecting Party will keep confidential any non-public information that such Inspecting Party may disclose to obtain from the other Disclosing Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, and, following the Closing, each Inspecting Party will keep confidential any non-public information that such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, Inspecting Party may obtain from the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Disclosing Party to the other Party prior to the Effective Date of this Agreement in connection with this Agreement unrelated to AT&T's Cable Business and the subject matter hereofSystems Transferred by the Disclosing Party pursuant to this Agreement. Following the Closing, including AT&T and its Affiliates will keep confidential any nonpublic information in the possession of such Persons related to AT&T's Cable Business or the AT&T Systems (and such Persons will be treated as an "Inspecting Party" and Comcast the "Disclosing Party" with respect to such information for purposes of this Section 7.15.1). Any information that a Person is required to keep confidential pursuant to the foregoing sentences shall be referred to as "Confidential Information". Each Inspecting Party will not disclose any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders (collectively, "Representatives"), in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which event such Inspecting Party shall be responsible for any breach hereof by any such Person) or use such Confidential Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms detriment of the Disclosing Party; provided that (i) such Inspecting Party may use and disclose any such Confidential Information once it has been publicly disclosed (other than by such Inspecting Party or its Representatives in breach of the obligations under this Section 7.15.1) or which, in the case of information provided by the Disclosing Party, has come into the possession of such Inspecting Party (other than from the Disclosing Party and other than from another Person in violation of any duty or obligation of confidentiality known to the Inspecting Party) and (ii) to the extent that such Inspecting Party may, in the opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, such Inspecting Party may disclose such Confidential Information if it uses all reasonable efforts, and affords the Disclosing Party the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be disclosed. In the event of termination of this Agreement. Neither , each Inspecting Party has any obligation will cause to be delivered to the Disclosing Party, and retain no copies of, any documents, work papers and other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced materials obtained by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Inspecting Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either (a) Each Party shall keep confidential any non-public information that it may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement or the Related Agreements, and any non-public information in the possession of such Information so disclosed is automatically deemed Party related to be confidential and proprietary. Additionallythe Plant, the failure to mxxx Site or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Facility (any such information so disclosed or obtained that a Party is automatically deemed required to keep confidential pursuant to this sentence shall be confidential and proprietaryreferred to as “Confidential Information”). For avoidance of doubt, Confidential Information provided by either Party includes without limitation all Buyer know-how relating to the other Party prior Project Definition , and all information, records, renderings, drawings, knowledge, trade secrets, expertise, designs, data, practices and techniques supplied by Buyer to the Effective Date of this Agreement Seller in connection with the subject matter hereofProject Definition. Except as otherwise provided in Article XXIII. of the Long Term Supply Agreement, including no Party may disclose Confidential Information to any other Person (other than its Affiliates and its and its Affiliates’ directors, officers and employees, and representatives of its advisors and lenders, in each case whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated in this Agreement or any Related Agreement) or use such Confidential Information to the detriment of the other Party; provided that (a) such Party may use and disclose any such Information provided information once it has been publicly disclosed (other than by such Party in breach of its obligations under a separate non-disclosure agreement this Section) or which, to its knowledge, rightfully has come into possession of such Party (howsoever denominatedother than from the other Party), and (b) is also subject to the terms extent that such Party may, in the reasonable judgment of this Agreement. Neither its counsel, be compelled by Laws to disclose any of such Confidential Information, such Party may disclose such Confidential Information if it has any obligation to used commercially reasonable efforts, and has afforded the other Party with respect the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the Confidential Information that: i) at compelled to be disclosed. The obligations set forth herein shall survive the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is termination or becomes publicly known through no wrongful act expiration of the receiving Party (such obligations ceasing at last of the time such Information becomes publicly known), iii) is lawfully received from Related Agreements for a third party, free period of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiestwo years.

Appears in 1 contract

Samples: Conversion Agreement (Terra Industries Inc)

Confidentiality and Publicity. 9.1 In connection with (a) Unless and until Closing occurs, any non-public information that either party (treating, for purposes of this AgreementSection 6.4, either Party may disclose to the Comcast Parties as one party and the TWC Parties as the other Party party) may obtain from the other or its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information Affiliates in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets to be confidential directly or indirectly transferred by the other party in an Exchange as well as any non-public information in the possession of such party related to the Transferred Systems and proprietary. Additionally, Transferred Assets transferred directly or indirectly by such party to the failure other party pursuant to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; this Agreement (any such information so that a party is required to keep confidential pursuant to this sentence shall, with respect to such party, be referred to as “Confidential Information”). Each party shall not disclose any Confidential Information to any other Person (other than its Affiliates and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by 103 such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed, (iii) such party may use and proprietary. Information provided by either Party disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Party prior Tax proceeding, (iv) such party may use and disclose such information to the Effective Date extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of this Agreement such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the subject matter hereof, including any obligations of such Information provided party under a separate non-disclosure agreement (howsoever denominated) is also subject to either Adelphia Purchase Agreement. In the terms event of termination of this Agreement. Neither Party has any , (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein to retain no copies of, any documents, work papers or other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free execution of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesthis Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Time Warner Inc)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party may disclose (a) All confidential information disclosed by a party hereto or its Affiliates to the other Party party hereto or its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or Affiliates under this Agreement will be maintained in confidence and otherwise identified safeguarded by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it recipient party. Each party shall hold as confidential such confidential information of the other party or proprietary within 30 days its Affiliates in the same manner and with the same protection as such recipient party maintains its own confidential information, but no less than a reasonable standard of disclosurecare. Notwithstanding A recipient party may only disclose confidential information of the foregoingother party to employees, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employeesagents, contractors, or representatives consultants and advisers of the party and its Affiliates, licensees and sublicensees; provided that such persons are bound to maintain the confidentiality of the confidential information in a manner consistent with the confidentiality provisions of this Agreement. The mutual obligations under this Section 9.17 shall not apply to any information to the extent the recipient party can demonstrate by competent evidence that such information: (i) who are located on is (at the disclosing Party’s premisestime of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient party or its Affiliates; (ii) who access was known to, or was otherwise in the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionallypossession of, the failure to mxxx recipient party or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party its Affiliates prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party disclosing party; (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from disclosed to the recipient party or an Affiliate on a non-confidential basis by a third party, free of party who is entitled to disclose it without breaching any confidentiality obligation to keep it confidential, the disclosing party or any of its Affiliates; or (iv) is independently developed by or on behalf of the receiving Party recipient party or a third partyits Affiliates, as evidenced by the receiving Party’s its written records, and wherein such development occurred without any direct or indirect use of or access reference to the Information received from confidential information disclosed by the disclosing Partyparty or its Affiliates under this Agreement. In addition to disclosures allowed hereunder, each party hereto may disclose confidential information belonging to the other party to the extent such disclosure is necessary in the following instances: (i) complying with applicable court orders or vgovernmental regulations; and (ii) the disclosing Party consents disclosure to consultants, investors, bankers, lawyers, accountants, agents or other third parties in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use connection with due diligence or disclosure outside of WRMTsimilar investigations by such third parties, its Affiliatesprovided, and in each case, that any such consultant, investor, banker, lawyer, accountant, agent or third party representatives, and GI except under written agreement by is bound to maintain the contracting partiesconfidentiality of the confidential information in a manner consistent with the confidentiality provisions of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (SGX Pharmaceuticals, Inc.)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Unless and until Closing occurs, either Party any non-public information that any party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such Information so disclosed is automatically deemed party may receive from another party in connection with this Agreement unrelated to be the Transferred Systems or Transferred Assets and TWE and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; Transferred Assets (any such information so that a party is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). No party shall disclose any Confidential Information to any other Person (other than its Affiliates and its and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which, to its knowledge, rightfully has come into the possession of such party (other than from the other party), and (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed and proprietary. Information provided by either Party (iii) such party may use and disclose such information to the other Party prior extent reasonably necessary to the Effective Date of this Agreement permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with the subject matter hereof, including any other Tax Proceeding and (iv) such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of 61 its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to cause to be delivered to the other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. Neither Party has For the avoidance of doubt, Comcast Trust may disclose any obligation Confidential Information to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Comcast Subsidiary and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary its Affiliates and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party their respective representatives, and GI except under written agreement by the contracting parties.

Appears in 1 contract

Samples: Redemption Agreement (Comcast Corp)

Confidentiality and Publicity. 9.1 In connection with this Agreement, either Party (a) Each of Insight and TCI will use commercially reasonable efforts to assure that any non-public information that such party may disclose to obtain from the other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this AgreementAgreement will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such Information so disclosed information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is automatically deemed necessary in order to be confidential facilitate the consummation of the transactions contemplated hereby) or use, and proprietary. Additionallywill cause its employees, consultants, advisors and agents not to use, such information to the failure to mxxx or designate information as being confidential or proprietary will not waive detriment of the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, other; provided that the information is confidential or proprietary; (i) such party may use and disclose any such information so once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or obtained is automatically deemed which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be confidential disclosed. The obligation of Insight and proprietaryTCI to hold information in confidence pursuant to this Section will be satisfied if such party exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Information provided by either Party to In the other Party prior to the Effective Date event of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms termination of this Agreement. Neither Party has any obligation , each of Insight and TCI will use all reasonable efforts to cause to be delivered to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written recordsother, and wherein retain no copies of, any documents, work papers and other materials obtained by such development occurred without any direct party or indirect use of or access to the Information received on its behalf from the disclosing Partyother, whether so obtained before or v) after the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesexecution hereof.

Appears in 1 contract

Samples: Contribution and Formation Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 9.1 In connection with At all times during this AgreementAgreement and for a three (3)-year period of time thereafter, either each Party may will take reasonable steps to assure that neither such Party nor their respective officers, agents, successors or assigns, shall divulge, disclose or appropriate to its own use or to the use of others, any trade secret, proprietary software, source code, intellectual property, and any and all other confidential information or knowledge obtained or acquired by the other Party its Information. Information either directly or indirectly during the terms of this Agreement without the prior written authorization of a disclosing duly authorized officer or agent of the Party is possessing the proprietary interest in such confidential or proprietary only if information. Each Party agrees that neither it is clearly marked nor any of its contractors or otherwise identified subcontractors or third party customers or any entity with which Party has a business or contractual arrangement will publish or release to any other party any materials or information relating to this Agreement without the other Party’s written approval. Either Party must secure written approval before using the other Party’s name or trademark or logos or the name(s) or trademarks or logos of any of the other Party’s affiliates, subsidiaries or entities in any announcements, advertising or internal or external promotional materials whether print, electronic, audio or video or on the internet website or in a website. All requests to use either Party’s name or trademarks or logos or the name(s) or trademarks or logos of any of Party’s affiliates, subsidiaries or entities must be approved by the disclosing Party as being confidential or proprietaryother Party. In the case of the Company, provided that if it is orally or visually disclosed (including Information conveyed approval must be sent to an answering machineVice President/manager of Company’s Corporate Communications Department in ***. In the case of Contractor, voice mail box or similar medium)approval must be sent to Corporate Communications in Houston, the disclosing Party must designate it as confidential or proprietary within 30 days of disclosureTexas. Notwithstanding the foregoing, a this Section 13 shall not apply to disclosures compelled by Applicable Law (but each Party must notify the other Party promptly of any request for such information before disclosing Party is not obligated it, if practicable) or required SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives be disclosed (i) who by the rules of any stock exchange on which the shares of any Party or any of their respective affiliates are located on the disclosing Party’s premises; listed or (ii) who access the disclosing Party’s systems; in registration statements or (iii) who otherwise obtain Information in connection with this Agreement, reports filed by any such Information so disclosed is automatically deemed to be confidential and proprietary. Additionally, the failure to mxxx Party or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection their respective affiliates with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, Securities and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesExchange Commission.

Appears in 1 contract

Samples: And Transload Agreement Agreement (Solaris Oilfield Infrastructure, Inc.)

Confidentiality and Publicity. 9.1 In connection with this Agreement(a) Each party hereto will hold, either Party may disclose and will use its best efforts to the cause its Affiliates, and their respective Representatives to hold, in strict confidence from any Person (other Party its Information. Information of a disclosing Party is confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietarythan any such Affiliate, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives unless (i) who are located on compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the disclosing Party’s premises; necessary approvals of this Agreement and the transactions contemplated hereby of Governmental or Regulatory Authorities) or by other requirements of Law or (ii) who access disclosed in an Action or Proceeding brought by a party hereto in pursuit of its rights or in the disclosing Partyexercise of its remedies hereunder, all documents and information concerning the other party or any of its Affiliates furnished to it by the other party or such other party’s systems; or (iii) who otherwise obtain Information Representatives in connection with this AgreementAgreement or the transactions contemplated hereby, any except to the extent that such Information so disclosed documents or information can be shown to have been (A) previously known by the party receiving such documents or information, (B) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party or (C) later acquired by the receiving party from another source if the receiving party is automatically deemed not aware that such source is under an obligation to another party hereto to keep such documents and information confidential; provided that following the Closing the foregoing restrictions will not apply to Buyer’s use of documents and information concerning Descap furnished by Sellers hereunder. In the event the transactions contemplated hereby are not consummated, the foregoing restrictions shall continue to apply to the parties until the second anniversary of the date on which discussions between the parties regarding the sale of Descap to First Albany are terminated, and upon the request of the other party, each party will and will cause its Affiliates and their respective Representatives to promptly redeliver or cause to be confidential redelivered all copies of documents and proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided furnished by either Party to the other Party prior to the Effective Date of this Agreement party in connection with this Agreement or the subject matter hereoftransactions contemplated hereby and destroy or cause to be destroyed all notes, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party has any obligation to the memoranda, summaries, analyses, compilations and other Party with respect to Information that: i) at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced writings related thereto or based thereon prepared by the receiving Party’s written records prepared prior to party furnished such disclosure), ii) is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement documents and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting partiesRepresentatives.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Albany Companies Inc)

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