Confidentiality; Certain Obligations Sample Clauses

Confidentiality; Certain Obligations. (a) (i) With respect to the non-disclosure restrictions in this Section 11.02, during the period from the Closing until the seven (7) year anniversary of the Closing Date and (y) with respect to the non-use restrictions in this Section 11.02, from and after the Closing, except as otherwise expressly permitted or required by this Agreement, each Seller shall, and shall cause its Restricted Seller Parties to, keep confidential and not use for their benefit or the benefit of any other Person any and all confidential information of the Purchaser, the Company and their respective Affiliates (including, for the avoidance of doubt, all customer lists and lead databases), and shall use the same degree of care to prevent the unauthorized disclosure of such information as such party had used prior to the date hereof; provided that disclosure of any such information shall be permitted to the extent required by Law or, in the case of the Representative, as necessary in connection with the preparation or filing by the Representative of any Straddle Period Tax Returns or Pass-Through Tax Returns pursuant to Section 10.05(b); provided, further, that in the event of any such required disclosure (except with respect to any routine audit or examination conducted by bank accountants or any Governmental Entity exercising examination or regulatory authority and that is not otherwise targeted at the transactions contemplated by this Agreement or the Purchaser or its Affiliates) to the extent permitted by Law, the disclosing party shall promptly notify the Purchaser and the Company and use its commercially reasonable efforts to preserve the confidentiality of the confidential information so disclosed, including by reasonably cooperating with the Purchaser, the Company and their respective Affiliates in attempting to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such confidential information. For the avoidance of doubt, and without limiting the foregoing, the pricing and other material economic and noneconomic terms and conditions of any Material Contract containing subservicing obligations shall be deemed confidential information of the Company and its Subsidiaries. For the avoidance of doubt, from and after the date hereof, none of the Sellers or any Restricted Seller Party may disclose any confidential information of the Company or its Subsidiaries to any of such Person’s Affiliates.
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Related to Confidentiality; Certain Obligations

  • Confidentiality Obligations During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

  • Duration of Confidentiality Obligations The Receiving Party’s obligations under this Article apply to Confidential Information of the Furnishing Party disclosed to the Receiving Party before or after the Effective Date and will continue during the Agreement Term and survive the expiration or termination of the Agreement as follows:

  • Confidentiality Obligation The parties covenant and agree they will not at any time during or after the ten-nination of this Agreement, reveal, divulge or make known to any person (other than their respective directors, officers, employees, agents, professional advisors or affiliates who need to know such information for the performance of obligations hereunder), or use for their own account or purposes or for any other account or purpose other than the performance of obligations under this Agreement, any confidential or proprietary information. The parties further covenant and agree that they shall retain all such knowledge and information that they acquire or develop respecting such confidential information in trust for the sole benefit of the parties, and their respective successors and assigns.

  • Confidentiality; Survival of Obligations The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any bank examiner of the Custodian or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. The provisions of this Section 9.13 and Sections 9.01, 9.02, 9.03, 9.09, Section 2.28, Section 3.04, Section 7.01, Article V and Article VI hereof and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this Agreement.

  • Obligations of Confidentiality Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party. Subject to clause 8.2, the Receiving Party must:

  • Confidentiality of Agreement Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • Confidentiality of the Agreement The parties agree that the terms and provisions of this Agreement shall be kept confidential and shall be disclosed only to those persons and entities as required by law or as permitted by the other party hereto. The parties may, however, disclose the existence of this Agreement to any person or entity.

  • Prior Confidentiality Agreement As of the Effective Date, the terms of this Article 13 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties (or their Affiliates) relating to the subject of this Agreement, including the Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

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