Confidentiality; Exclusivity. (a) From the applicable Closing Date until December 31, 2005, Seller and its Affiliates, on the one hand, and Acquiror and its Affiliates (including the Acquired Companies), on the other hand, shall, and shall cause their respective Representatives to maintain in confidence and not use to the detriment of the other party (including for the purposes of competing with the other party or its Affiliates), any written, oral or other information relating to and obtained from the other party or its Affiliates, except that the foregoing requirements of this Section 5.04(a) shall not apply to a party to the extent that (i) any such information is or becomes generally available to the public other than (A) in the case of Acquiror, as a result of disclosure by Seller, its Affiliates or any of its respective Representatives and (B) in the case of Seller, as a result of disclosure by Acquiror or any of the Acquired Companies (after the applicable Closing Date) or any of their respective Affiliates, or any of their respective Representatives, (ii) any such information is required by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice that has been given to Acquiror or Seller, as applicable, (iii) any such information is to be disclosed in connection with any Action, or (iv) any such information was or becomes available to such party on a non-confidential basis and from a source (other than a party to this Agreement or any Affiliate or Representative of such party) that is not bound by a confidentiality agreement. Seller and Acquiror shall instruct its Affiliates and Representatives having access to such information of such obligation of confidentiality.
Confidentiality; Exclusivity. The terms and provisions of this Agreement shall remain confidential and shall not be disclosed, by either Purchaser or Seller, to any third party other than: (i) the current and former partners of Seller; (ii) the current property managers of the Properties and any other third parties who provide services to the Properties, whose services will effectively be terminated upon the Closing contemplated herein; (iii) as may be required by law or regulation (including, without limitation, disclosure to HUD, MHFA and the Securities and Exchange Commission), in connection with any litigation or other enforcement proceeding among the parties to this agreement, or to comply with the filing requirements of any applicable law or rule; or (iv) any counsel, accountants, consultant, or agent assisting Seller with the sale of the Property and any counsel, accountants, consultant, or agent assisting Purchaser with the purchase of the Property. If Purchaser does not proceed with the purchase of the Properties, Purchaser shall return to Seller all materials and information furnished to it by Seller or Seller' agents in connection with its review of the Properties. Seller shall, and shall direct its agents, not to solicit, offer, or accept an offer for the purchase of the Properties from any other parties until the termination of this Agreement.
Confidentiality; Exclusivity. (a) Sunrise and Investor entered into a confidentiality agreement dated December 28, 2001 (the "CONFIDENTIALITY AGREEMENT"), a copy of which is attached hereto as Exhibit I, in connection with the transactions contemplated by this Agreement, which agreement shall remain in full force and effect, unmodified by the terms of this Agreement. Sunrise and Investor will use their best efforts to comply with the terms of the Confidentiality Agreement. Notwithstanding any other provision in this Agreement, this Section 6.6 shall survive the Closing indefinitely.
Confidentiality; Exclusivity. 2.1. The Parties agree that “
Confidentiality; Exclusivity. AFH shall not disclose the specific terms of this Agreement not will it discuss any specific company issues or real estate holdings to potential clients or anyone else without prior approval from Purchaser.
Confidentiality; Exclusivity. The: (i) Purchaser and its respective representatives shall hold in strictest confidence all data and information obtained with respect to the operation and management of the Property and the terms and conditions of this Agreement, and (ii) Seller and its respective representatives shall hold in strictest confidence all data and information obtained with respect to Purchaser and its affiliates’ operations and the terms and conditions of this Agreement, in each case, whether obtained before or after the execution and delivery hereof, and shall not use such data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent either party from disclosing to: (y) its prospective lenders or investors, or to its principals, officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with the transaction contemplated by this Agreement; provided that such disclosing party advises any such third party of the confidential nature of the information disclosed, or (z) the Title Insurer. However, neither party shall have this obligation concerning information which: (a) is published or becomes publicly available through no fault of either the Purchaser or the Seller; (b) is rightfully received from a third party; or (c) is required to be disclosed by law. Seller agrees that, from the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall not, directly or indirectly, through any officer, director, agent, representative or otherwise, solicit, initiate or encourage the making of any inquiries, engage in negotiations or other substantial discussions, or enter into any agreement with any party, with respect to the transaction contemplated under this Agreement.
Confidentiality; Exclusivity. The: (i) Purchaser and its respective representatives shall hold in strictest confidence all data and information obtained with respect to the Property (including, without limitation, any results or reports of its testing or investigation of the Property), the Seller (and its business), and the terms and conditions of this Agreement, and (ii) Seller and its respective representatives shall hold in strictest confidence all data and information obtained with respect to Purchaser and its affiliates’ operations and the terms and conditions of this Agreement, whether obtained before or after the execution and delivery hereof (collectively, the “Confidential Information”), and shall not use such data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent either party from disclosing the Confidential Information on a “reasonable need to know basis” to: (y) its prospective lenders or investors, or to its officers, directors, attorneys, accountants, architects, engineers and consultants (collectively, “Permitted Disclosure Parties”) in order for such parties to perform their designated tasks in connection with the transaction contemplated by this Agreement; provided that (i) such disclosing party advises any Permitted Disclosure Parties of the confidential nature of the information disclosed, and (ii) shall be liable for the breach under this Section 22(n) by any of its Permitted Disclosure Parties; or (z) the Title Insurer. However, neither party shall have this obligation concerning information which: (a) is published or becomes publicly available through no fault of either the Purchaser or the Seller; or (b) is required to be disclosed by law. Seller agrees that, from the date of the expiration or irrevocable and complete written waiver of the Due Diligence Period by Purchaser until the earlier of such time as (1) the Closing Date, (2) the termination of this Agreement, (3) Purchaser’s material default in any of its obligations hereunder, or (4) Seller’s having evidence that indicates a commercially reasonable likelihood Purchaser will not be able to perform its obligations at Closing hereunder (for example, in the event Purchaser files for bankruptcy or in the event there is a material adverse change in Purchaser’s financial condition) and provides written notice thereof to Purchaser, Seller shall not, directly or indirectly, through...
Confidentiality; Exclusivity. 17.1 The Parties are agreed that information exchanged between them in connection with the planned merger shall be treated as strictly confidential. The details are governed by the special Confidentiality Agreement of January 21/22, 2008. This is a draft translation that is provided as a courtesy. Only the German version of the document is legally binding.
Confidentiality; Exclusivity. The members of the Joint Venture shall enter into a confidentiality agreement (the “Confidentiality Agreement”), in the form of Exhibit L attached hereto. The members of the Joint Venture will use their best efforts to comply with the terms of the Confidentiality Agreement. For the period following the date hereof through the applicable Closing or the earlier termination of this Agreement, Sunrise shall negotiate exclusively with the Joint Venture and shall not solicit or seek offers or expressions of interest with respect to any of the Facilities from any party other than the Joint Venture.
Confidentiality; Exclusivity. (a) Subject to the provisions of Section 5.10(c), during the Interim Period and, if the Acquisition is consummated or terminated, for a period of one (1) year thereafter, Seller shall maintain in confidence, and will cause its Affiliates and its and their respective Representatives to maintain in confidence all material written, oral, or other information obtained in confidence from Buyer in connection with this Agreement or the Acquisition, including this Agreement and any other information obtained or developed in the course of the negotiation of this Agreement and the Acquisition. If the Acquisition is consummated, for a period of one (1) year thereafter, Seller shall maintain in confidence, and will cause its Affiliates and its and their respective Representatives to maintain in confidence all material written, oral, or other information relating to the Companies and the Business. Such information described in this Section 5.10(a) may be in written or electronic form, or orally disclosed, and includes any and all geological, geophysical, geostatistical and other geological information, all photographs, all health and safety information, all financial and technical information, all mapping information, all work plans, all environmental information, all ore reserve and drilling information, and human resources information (including any information about Company Employees), and all mine plans and other information concerning the Mine, whether or not included in the Disclosure Material. Such confidential information described in this Section 5.10(a) includes any analyses, compilations, studies or other documents prepared by Buyer or any of its Affiliates or Representatives which contain or otherwise reflect such information. Seller may retain one (1) copy of all Disclosure Materials after the Closing.
