Common use of Confidentiality Obligations of Seller Clause in Contracts

Confidentiality Obligations of Seller. From and after the date hereof, SELLER, its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 are of the essence and shall survive any termination of this Agreement; PROVIDED, HOWEVER, that SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 if SELLER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 2 contracts

Samples: Office Purchase and Assumption Agreement (Isb Financial Corp/La), Office Purchase and Assumption Agreement (Isb Financial Corp/La)

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Confidentiality Obligations of Seller. From SELLER shall, and after the date hereofshall cause any agents, SELLERofficers, its directors, employees and other affiliates and its parent corporation shall of SELLER (collectively referred to in this Section as “SELLER affiliates”) to, treat all information received from BUYER concerning BUYER's ’s business, assetsAssets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its such SELLER affiliates or in the public domain; and SELLER shall, and shall cause SELLER shall affiliates to, not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall, and shall cause SELLER affiliates to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) confidential received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 are of the essence and shall survive any termination of this AgreementAgreement prior to Closing, but shall terminate at the Closing; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its the SELLER affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 if SELLER or any of such SELLER affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order order, or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged jurisdiction after SELLER has given BUYER notice of the legal process, order or decree (if permitted by BUYER that all information provided to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreementlaw).

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Middlefield Banc Corp), Purchase and Assumption Agreement (Commercial Bancshares Inc \Oh\)

Confidentiality Obligations of Seller. From and after the date hereof, SELLERSeller shall, and shall cause its subsidiaries and affiliates and its parent corporation shall to, treat all information received from BUYER Purchaser concerning BUYER's the business, assets, operations, and financial condition of Purchaser as confidential, unless and to the extent SELLER that Seller can demonstrate that such information was already known to SELLER Seller or its such subsidiary or affiliates or in the public domaindomain or was subsequently independently developed by Seller; and Seller shall, and SELLER shall cause its subsidiaries and affiliates to, not use any such information (so required to be treated as confidential) for any purpose purposes except in furtherance of the transactions contemplated hereby. From and after the Closing Date, Seller shall, and shall cause its subsidiaries and affiliates to, treat all information regarding the Seller Office as confidential, and Seller shall, and shall cause its subsidiaries and affiliates to, not use any such information so required to be treated as confidential for any purpose. Upon the termination of this Agreement, SELLER Seller shall, and shall cause its affiliates to, promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER Purchaser in connection with the transactions contemplated hereby. The covenants of SELLER Seller contained in this Section 8.02 are of the essence and 5.01 shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that SELLER neither Seller nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 5.01 if SELLER Seller or any of such affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER , provided that all information provided prior to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder such disclosure, Seller shall survive the Closing and any earlier termination of this Agreementgive Purchaser reasonable prior notice thereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Republic Bancorp Inc /Ky/)

Confidentiality Obligations of Seller. From and after the date hereof, SELLERSeller shall, and shall cause its subsidiaries and affiliates and its parent corporation shall to, treat all information received from BUYER Purchaser concerning BUYER's the business, assets, operations, and financial condition of Purchaser as confidential, unless and to the extent SELLER that Seller can demonstrate that such information was already known to SELLER Seller or its such subsidiary or affiliates or in the public domaindomain or was subsequently independently developed by Seller; and Seller shall, and SELLER shall cause its subsidiaries and affiliates to, not use any such information (so required to be treated as confidential) for any purpose purposes except in furtherance of the transactions contemplated hereby. From and after the date of Closing, Seller shall, and shall cause its subsidiaries and affiliates to, treat all information regarding the Seller Offices as confidential, and Seller shall, and shall cause its subsidiaries and affiliates to, not use any such information so required to be treated as confidential for any purpose. Upon the termination of this Agreement, SELLER Seller shall, and shall cause its affiliates to, promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER Purchaser in connection with the transactions contemplated hereby. The covenants of SELLER Seller contained in this Section 8.02 are of the essence and 5.01 shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that SELLER neither Seller nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 5.01 if SELLER Seller or any of such affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER , provided that all information provided prior to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder such disclosure, Seller shall survive the Closing and any earlier termination of this Agreementgive Purchaser reasonable prior notice thereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Republic Bancorp Inc /Ky/)

Confidentiality Obligations of Seller. From and after the date hereof, SELLERSeller, its affiliates affiliates, and its parent corporation shall treat all information received from BUYER Buyer concerning BUYERBuyer's business, assets, operations, and financial condition as confidentialconfidential (the "Confidential Information"), unless and to the extent SELLER Seller can demonstrate that such information Confidential Information was already known to SELLER Seller or its affiliates affiliates, or in the public domain, or received from a third person not known by Seller to be under any obligation to Buyer; and SELLER Seller shall not use any such information (so required to be treated as confidential) Confidential Information for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER Seller shall, and shall cause its affiliates, if any, to promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) Confidential Information received from or on behalf of BUYER Buyer in connection with the transactions contemplated hereby. The covenants of SELLER Seller contained in this Section 8.02 are of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that SELLER Seller nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 if SELLER Seller shall in good faith disclose any of such confidential information Confidential Information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER Buyer that all information Confidential Information provided to SELLER Seller related to this purchase and assumption transaction the Acquisition may be provided to BANC ONE CORPORATION and SELLERSeller's affiliates for the purpose of consummating the transaction which is Acquisition subject to compliance with the subject of this Agreementforegoing restrictions. The covenants and obligations of SELLER Seller hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (Banc Corp)

Confidentiality Obligations of Seller. From SELLER shall, and after the date hereofshall cause any affiliates to, SELLER, its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's ’s business, assetsAssets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its such affiliates or in the public domain; and SELLER shall, and SELLER shall cause its affiliates to, not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall, and shall cause its affiliates to, promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) confidential received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 are of the essence and 7.02 shall survive any termination of this AgreementAgreement prior to Closing, but shall terminate at the Closing; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 7.02 if SELLER or any of its affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order order, or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by ; provided, however, that SELLER shall give BUYER prompt notice of any such order so that all information provided to SELLER related to this purchase and assumption transaction BUYER may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreementchallenge such order if BUYER so desires.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Middlefield Banc Corp)

Confidentiality Obligations of Seller. From and after the date -------------------------------------- hereof, SELLER, its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's business, assets, operations, operations and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 SECTION 8.2 are ----------- of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 SECTION 8.2 if SELLER shall in good ----------- faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction the Acquisition may be provided to BANC ONE CORPORATION Blackhawk Bancorp, Inc. and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this AgreementAcquisition. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Blackhawk Bancorp Inc)

Confidentiality Obligations of Seller. From and after the date hereof, SELLER, and its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 8.2 are of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 8.2 if SELLER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Peoples Bancorp Inc)

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Confidentiality Obligations of Seller. From and after the date hereof, SELLER, SELLER and its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 8.2 are of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 8.2 if SELLER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Park National Corp /Oh/)

Confidentiality Obligations of Seller. From and after the date hereof, SELLER, its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's ’s business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated herebyhereby (including in the filing of required regulatory applications, provided that, if available, a 51 confidential treatment request will be made regarding such confidential information). Upon the any termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 8.2 are of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 8.2 if SELLER shall in good faith be required to disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction the Acquisition may be provided to BANC ONE CORPORATION and SELLER's ’s affiliates for the purpose of consummating the transaction which is the subject of this AgreementAcquisition. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (CSB Bancorp Inc /Oh)

Confidentiality Obligations of Seller. From and after the date hereof, SELLER, its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated herebyhereby (including in the filing of required regulatory applications, provided that, if available, a confidential treatment request will be made regarding such confidential information). Upon the any termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 8.2 are of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 8.2 if SELLER shall in good faith be required to disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction the Acquisition may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this AgreementAcquisition. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Ohio Legacy Corp)

Confidentiality Obligations of Seller. From and after the date hereof, SELLERSeller shall, and shall cause its subsidiaries and affiliates and its parent corporation shall to, treat all information received from BUYER Purchaser concerning BUYER's the business, assets, operations, and financial condition of Purchaser as confidential, unless and to the extent SELLER that Seller can demonstrate that such information was already known to SELLER Seller or its such subsidiary or affiliates or in the public domaindomain or was subsequently independently developed by Seller; and Seller shall, and SELLER shall cause its subsidiaries and affiliates to, not use any such information (so required to be treated as confidential) for any purpose purposes except in furtherance of the transactions contemplated hereby. From and after the date of Closing, Seller shall, and shall cause its subsidiaries and affiliates to, treat all information regarding the Seller Office as confidential, and Seller shall, and shall cause its subsidiaries and affiliates to, not use any such information so required to be treated as confidential for any purpose. Upon the termination of this Agreement, SELLER Seller shall, and shall cause its affiliates to, promptly return all documents and workpapers work papers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER Purchaser in connection with the transactions contemplated hereby. The covenants of SELLER Seller contained in this Section 8.02 are of the essence and 5.01 shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that SELLER neither Seller nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 5.01 if SELLER Seller or any of such affiliates shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER , provided that all information provided prior to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder such disclosure, Seller shall survive the Closing and any earlier termination of this Agreementgive Purchaser reasonable prior notice thereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Republic Bancorp Inc /Ky/)

Confidentiality Obligations of Seller. From and after the date hereof, SELLER, SELLER and its affiliates and its parent corporation shall treat all information received from BUYER concerning BUYER's ’s business, assets, operations, and financial condition as confidential, unless and to the extent SELLER can demonstrate that such information was already known to SELLER or its affiliates or in the public domain, and SELLER shall not use any such information (so required to be treated as confidential) for any purpose except in furtherance of the transactions contemplated hereby. Upon the termination of this Agreement, SELLER shall promptly return all documents and workpapers containing, and all copies of, any such information (so required to be treated as confidential) received from or on behalf of BUYER in connection with the transactions contemplated hereby. The covenants of SELLER contained in this Section 8.02 8.2 are of the essence and shall survive any termination of this Agreement; PROVIDEDprovided, HOWEVERhowever, that neither SELLER nor any of its affiliates shall be deemed to have violated the covenants set forth in this Section 8.02 8.2 if SELLER shall in good faith disclose any of such confidential information in compliance with any legal process, order or decree issued by any court or agency of government of competent jurisdiction. It is expressly acknowledged by BUYER that all information provided to SELLER related to this purchase and assumption transaction may be provided to BANC ONE CORPORATION and SELLER's ’s affiliates for the purpose of consummating the transaction which is the subject of this Agreement. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Home Bancshares Inc)

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