Common use of Confidentiality Clause in Contracts

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Columbia Pipeline Group, Inc.), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.), Separation and Distribution Agreement (Nisource Inc/De)

Confidentiality. (a) From and after 21.1Subject to clause 21.2, the Distribution Date, each of NiSource and Columbia parties shall hold, keep confidential all matters relating to this agreement and shall cause use all reasonable endeavours to prevent their respective Subsidiaries, Affiliates and Representatives from making any disclosure to hold, in strict confidence, with at least the same degree any person of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, matters relating hereto. 21.2Clause 21.1 shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information apply to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of information: (a)required by any applicable law, provided that clause 19.2 shall apply to any disclosures required under the FOIA or the EIRs; (b)that is reasonably required by persons engaged by a party in the performance of such party's obligations under this agreement; (c)where a party can demonstrate that such information is compelled by judicial or administrative process or, already generally available and in the opinion public domain otherwise than as a result of a breach of clause 21.1; (d)by the Authority of any document to which it is a party and which the parties to this agreement have agreed contains no commercially sensitive information; (e)to enable a determination to be made under clause 15; (f)which is already lawfully in the possession of the receiving party ’s counsel , prior to its disclosure by the disclosing party; (g)by the Authority to any other requirements of Law (in which case such party will provide department, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) office or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part agency of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) Government; and ( C), h)by the Authority relating to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties this agreement and in respect of whose failure which the Supplier has given its prior written consent to comply with such obligations disclosure. 21.3On or before the Termination Date the Supplier shall ensure that all documents and/or computer records in its possession, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand custody or request for disclosure of Confidential Information is made pursuant control which relate to clause (i) above, each party hereto, as applicable, shall promptly notify the other personal information of the existence of such request Authority's employees, rate-payers or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy service users, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition are delivered up to the other remedies that may be available to it, be entitled to an injunction to prevent actual Authority or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures securely destroyed.

Appears in 3 contracts

Samples: Contract, Contract, Contract

Confidentiality. 8.1 Confidential Information. Except as otherwise provided in this Section 8, Andersen shall maintain in confidence all data and information comprising the Assets ( a) From and after the Distribution Date, each of NiSource and Columbia shall hold “Confidential Information”), and shall cause their respective Subsidiaries not use, Affiliates and Representatives to hold, in strict confidence, with at least disclose or grant the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as use of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior except on a need-to-know basis to the Distribution Date those directors, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or officers, employees and contractors, to the extent not addressed such disclosure is reasonably necessary in a Transaction connection with performing its obligations or exercising its rights under this Agreement , any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated . To the extent that disclosure is authorized by this Agreement, prior to disclosure, Andersen shall obtain agreement of any such Transaction Person to hold in confidence and not make use of the Confidential Information for any purpose other than those permitted by this Agreement. Andersen shall notify Eton promptly upon discovery of any unauthorized use or disclosure of the Confidential Information.8.2 Terms of this Agreement. Except as otherwise provided in this Section 8, neither party shall disclose any terms or conditions of this Agreement or to any Third Party without the prior consent of the other party. Notwithstanding the foregoing, prior to execution of this Agreement, the parties have agreed upon the substance of information that can be used to describe the terms of this transaction, and each party may disclose such information, as modified by mutual agreement contemplated hereby) and in writing from time to time, without the other party’s consent.8.3 Permitted Disclosures. The confidentiality obligations contained in this Section 8 shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only apply to the extent that, that (a) a party is required (i) a disclosure in the reasonable opinion of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s legal counsel, to disclose information by other requirements applicable law, regulation, rule (including rule of Law a stock exchange or automated quotation system), order of a governmental agency or a court of competent jurisdiction or legal process, including tax authorities, or ( ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in which either case such party will provide that, to the extent reasonably practicable under the circumstances practicable, advance such party shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) a party can demonstrate that (i) the information was or became public knowledge, other than as a result of its intent to make actions of such disclosure) party in violation hereof; or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known was disclosed to the receiving party without on an unrestricted basis from a source unrelated to any obligation party to keep it confidential by this Agreement and not under a Third Party under circumstances that are not known duty of confidentiality to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available other party. Notwithstanding anything to the receiving party as contemplated under contrary herein, Eton may disclose the terms and conditions of this Agreement (except to any Person with whom Eton has, or is proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with Eton.8.4 Injunctive Relief. Each party acknowledges that it will be impossible to measure in money the case of each of (A), (B) and (C), damage to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know party if such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure party fails to comply with such obligations the obligations imposed by this Section 8, the applicable Party will be responsible. Notwithstanding the foregoing and that, in the event that of any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above such failure, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would may not have an adequate remedy at law for the breach by the receiving or in damages. Accordingly, each party of any one agrees that injunctive relief or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall other equitable remedy, in addition to remedies at law or damages, is an appropriate remedy for any such failure and shall not oppose the granting of such relief on the basis that the disclosing party has an adequate remedy at law. Each party agrees that it shall not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other remedies that may be available to it, be entitled to an injunction to prevent actual party seeking or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that obtaining such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures equitable relief.

Appears in 3 contracts

Samples: Development and Supply Agreement (Eton Pharmaceuticals, Inc.), Development and Supply Agreement (Eton Pharmaceuticals, Inc.), Development and Supply Agreement (Eton Pharmaceuticals, Inc.)

Confidentiality. All Confidential Information shall be held and treated by the Parties and their agents in confidence, used solely in connection with this Agreement, and shall not, except as hereinafter provided, be disclosed without the other Party’s prior written consent. Notwithstanding the foregoing, Confidential Information may be disclosed to a third party: (a) From and after to the Distribution Date extent necessary for the purpose of effectuating the supply, each transmission and/or distribution of NiSource and Columbia shall hold Energy or any other product or service to be delivered pursuant to this Agreement, (b) to regulatory authorities of competent jurisdiction, or as otherwise required by applicable law, regulation or order, and (c) to third parties in connection with a merger, acquisition/disposition and financing transactions, or audit, provided that any such third party shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, have signed a confidentiality agreement with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party containing customary terms and conditions that protect against the disclosure of the Confidential Information, that strictly limit the recipient’s use of such information only for the purpose of the subject transaction and that provide for remedies for non-compliance. In the event that either Party (“Disclosing Party”) is requested or required to disclose any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party Confidential Information pursuant to Section 9.1 or furnished to such receiving party by or on behalf of subsection (b) above, the disclosing party or any of its Affiliates pursuant to this Agreement or Disclosing Party shall, to the extent not addressed in a Transaction Agreement legally permissible, provide the other Party with prompt written notice of any agreement contemplated hereby such request or requirement, shall not use such Confidential Information (except as contemplated by this Agreement so that the other Party may seek an appropriate protective order, such Transaction Agreement other confidentiality arrangement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by waive compliance with the provisions of this Section 9.8 Agreement. If, failing the entry of a protective order, other confidentiality arrangement or similar confidentiality obligations; provided the receipt of a waiver hereunder, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or Disclosing Party, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, is compelled to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, disclose Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations Information, the applicable Disclosing Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only may disclose that portion of the Confidential Information which the Disclosing Party’s counsel advises that the Disclosing Party is legally required compelled to be disclosed and shall take commercially reasonable steps to ensure disclose; provided, that any such disclosure includes a request for confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any Agreement and the request for redaction of its Representatives to whom it has disclosed the Confidential Information. (c) Notwithstanding Information from the provisions copies of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving Agreement which are placed in the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats public record or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information otherwise made available. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, The Parties shall be entitled to an injunction all remedies available at law or in equity to prevent actual enforce, or threatened breaches of seek relief in connection with, this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures confidentiality obligation.

Appears in 3 contracts

Samples: Purchase Agreement, Purchase Agreement, Purchase Agreement

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia All Disputes shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed resolved in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement confidential manner. The Expert Arbitrator or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A arbitrator(s) , (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto , as applicable, shall promptly notify agree to hold any information received during the Expert Arbitration or arbitration, as applicable, in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the Expert Arbitration or arbitration, as applicable, or any other information about such Expert Arbitration or arbitration, as applicable. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in such proceedings or about the existence, contents or results of the existence proceeding, except as (x) may be required by Applicable Law or a Governmental Authority, (y) may be necessary in an action in aid of such request proceedings or demand for enforcement of an arbitral award, and (z) reasonably required for enforcement or interpretation of this Agreement by FERC to the extent any Dispute is brought to FERC as provided in Section 18.2. Before making any disclosure permitted by the foregoing clauses (x) and (y), the Party intending to make such disclosure shall provide give the other Party reasonable written notice in advance of the intended disclosure and afford the other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar interests. The following information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that shall not be subject to the disclosing party would not have an adequate remedy at law restrictions provided for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures. 18.3.4:

Appears in 3 contracts

Samples: Transmission Service Agreement (Nstar/Ma), Transmission Service Agreement (Public Service Co of New Hampshire), Transmission Service Agreement (Public Service Co of New Hampshire)

Confidentiality. All information obtained by the Parent and its Representatives, on the one hand, and the Company and its Representatives, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated as of July 1, 2013, by and between the Parent and the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the transactions contemplated hereby are strictly confidential and that the Parties and their respective Representatives shall not disclose to the public or to any third Person the terms of this Agreement and the transactions contemplated hereby other than with the express prior written consent of the other Parties, except (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted required by applicable Law or at the receiving party after request of any Governmental Authority having jurisdiction over the Distribution Date, all Confidential Information of the disclosing party such Party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 Control Persons or similar confidentiality obligations; provided Affiliates, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that including any applicable public listing requirements, ( i b) as required to carry out a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party hereunder or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available required to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 defend any action brought against such Person in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in connection with this Agreement , the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 3 contracts

Samples: Share Exchange Agreement (Glori Energy Inc.), Share Exchange Agreement (Infinity Cross Border Acquisition Corp), Share Exchange Agreement (Glori Energy Inc.)

Confidentiality. (a) From and after Each Party acknowledges that Confidential Information may be disclosed to the Distribution Date other Party during the course of this Agreement. Each Party agrees that it shall take reasonable steps, each at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of NiSource and Columbia shall hold this Agreement, and shall cause their respective Subsidiaries for a period of [****] following expiration or termination of this Agreement, Affiliates and Representatives to hold, in strict confidence, with at least prevent the same degree duplication or disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date other Party, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party other than duplication by or on behalf of the disclosing party disclosure to its employees or any of its Affiliates pursuant affiliates who must have access to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives perform such Party's obligations hereunder, who shall be bound by the provisions of each agree to comply with this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach 6 of this Agreement , (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible . Notwithstanding the foregoing, either Party may issue a press release or other disclosure containing Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order, as evidenced by a written opinion of legal counsel. In such event, the disclosing Party shall provide at least five (5) business days, prior written notice of such proposed disclosure to the other Party. Further, in the event that such disclosure is required of either Party under the laws, rules or regulations of the Securities and Exchange Commission or any demand or request for disclosure of Confidential Information is made pursuant to clause other applicable governing body, such Party shall (i) above redact mutually agreed-upon portions of this Agreement to the fullest extent permitted under applicable laws, each party hereto, as applicable, shall promptly notify rules and regulations and (ii) submit a request (at the other expense of the existence of primary party seeking to limit disclosure) to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event governing body that such appropriate protective order or portions and other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 Agreement receive confidential treatment under the laws, each of NiSource rules and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality regulations of the other party’s Confidential Information as long as it takes Securities and Exchange Commission or otherwise be held in the same degree of care that it takes to: (i) secure and maintain strictest confidence to the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats fullest extent permitted under the laws, rules or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party regulations of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures governing body.

Appears in 3 contracts

Samples: 1 800 Flowers Com Inc, 1 800 Flowers Com Inc, 1 800 Flowers Com Inc

Confidentiality. (a) From and after Each Party acknowledges that Confidential Information may be disclosed to the Distribution Date other Party during the course of this Agreement. Each Party agrees that it will take reasonable steps, each at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of NiSource and Columbia shall hold this Agreement, and shall cause their respective Subsidiaries for a period of three years following expiration or termination of this Agreement, Affiliates and Representatives to hold, in strict confidence, with at least prevent the same degree disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party other Party, other than to its employees, or any of to its Affiliates obtained by such receiving party prior other agents who must have access to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, for such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information Party to any other Person, except perform its Representatives obligations hereunder, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure agree to comply with such obligations, the applicable Party will be responsible this section. Notwithstanding the foregoing, either Party may issue a press release or other disclosure containing Confidential Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order or as reasonably advised by legal counsel. In such event, the disclosing Party will provide at least five (5) business days prior written notice of such proposed disclosure to the other Party. Further, in the event that such disclosure is required of either Party under the laws, rules or regulations of the Securities and Exchange Commission or any demand or request for disclosure of Confidential Information is made pursuant to clause other applicable governing body, such Party will (i) above redact mutually agreed-upon portions of this Agreement to the fullest extent permitted under applicable laws, each party hereto, as applicable, shall promptly notify the other of the existence of rules and regulations and (ii) submit a request to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event governing body that such appropriate protective order or portions and other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 Agreement receive confidential treatment under the laws, each of NiSource rules and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality regulations of the other party’s Confidential Information as long as it takes Securities and Exchange Commission or otherwise be held in the same degree of care that it takes to: (i) secure and maintain strictest confidence to the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats fullest extent permitted under the laws, rules or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party regulations of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures governing body.

Appears in 3 contracts

Samples: Services Agreement (PNV Inc), Broadband Sports Inc, Broadband Sports Inc

Confidentiality. (a) From and after Each Party acknowledges that Confidential Information may be disclosed to the Distribution Date other Party during the course of this Agreement. Each party agrees that if will take reasonable steps, each at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of NiSource and Columbia shall hold this Agreement, and shall cause their respective Subsidiaries for a period of three years following expiration or termination of this Agreement, Affiliates and Representatives to hold, in strict confidence, with at least prevent the same degree duplication or disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date other Party, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party other than by or on behalf of the disclosing party to its employees or any of its Affiliates pursuant agents who must have access to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives perform such Party's obligations hereunder, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure agree to comply with such obligations, the applicable Party will be responsible this section. Notwithstanding the foregoing, either Party may issue a press release or other disclosure containing Confidential Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order. In such event, the disclosing Party will provide at least five (5) business days prior written notice of such proposed disclosure to the other Party or lesser notice if reasonable under the circumstances. Further, in the event that such disclosure is required of either Party under the laws, rules or regulations of the Securities and Exchange Commission or any demand or request for disclosure of Confidential Information is made pursuant to clause other applicable governing body, such Party will (i) above redact mutually agreed-upon portions of this Agreement to the fullest extent permitted under applicable laws, each party hereto, as applicable, shall promptly notify the other of the existence of rules and regulations and (ii) submit a request to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event governing body that such appropriate protective order or portions and other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 Agreement receive confidential treatment under the laws, each of NiSource rules and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality regulations of the other party’s Confidential Information as long as it takes Securities and Exchange Commission or otherwise be held in the same degree of care that it takes to: (i) secure and maintain strictest confidence to the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats fullest extent permitted under the laws, rules or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party regulations of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures governing body.

Appears in 3 contracts

Samples: Services Agreement (Multex Com Inc), Services Agreement (Multex Systems Inc), Services Agreement (Multex Systems Inc)

Confidentiality. (a) From Each Party agrees to hold in confidence for a period commencing with the date hereof and after ending five years from the Distribution Date date of Project Completion, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures except as may reasonably be adopted necessary to perform its obligations hereunder, any information supplied to it by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior other Party and designated in writing as confidential. Each Party further agrees to the Distribution Date, accessed by such receiving party pursuant require third parties to Section 9.1 or furnished enter into appropriate non-disclosure agreements relative to such receiving party confidential information as may be communicated to them by Contractor or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the Owner. The provisions of this Section 9.8 19.1 shall not apply to information within any one of the following categories: (a) information which was in the public domain prior to receipt thereof from the other Party or similar which subsequently becomes part of the public domain by publication or otherwise, except by the receiving Party's wrongful act; (b) information which the receiving Party can show was in its possession prior to its receipt thereof from the other Party; (c) information received by a Party from a third party without a confidentiality obligations obligation with respect thereto; (d) information which the receiving Party developed independently; or (e) information which a Party is required by law to disclose; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use prior to making any such information if disclosure under clause (e) of this Section 19.1, and only to the extent that, such disclosing Party shall: (i) a disclosure of such information is compelled by judicial or administrative process or, in provide the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, Party with timely advance written notice to of the other party of its confidential information requested by such government authority and such disclosing Party's intent to make such disclosure) or so disclose; (ii) minimize the receiving party can show that such amount of confidential information (A) has been published or has otherwise become available to be provided consonant with the general public as part interests of the public domain without breach non-disclosing Party and the requirements of the government authority involved; and (iii) at the request and expense of the non-disclosing Party make every reasonable effort (which shall include participation by the non-disclosing Party in discussions with the government authority involved) to secure confidential treatment and minimization of the confidential information to be provided. Neither Party shall publish the terms and conditions of this Agreement Agreement or Project technical information, (B) has been furnished or made known unless the other Party provides its express prior written consent thereto; provided, however, that Owner shall be permitted to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information subject to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 19.1, each of NiSource such terms and Columbia will be deemed provisions to have satisfied the Independent Engineer, the Financing Parties and the Utility and otherwise to the extent required to obtain financing for the Facility or to perform its obligations under the Power Purchase Agreement or, upon the termination of this Agreement pursuant to Section 9.8(a 16.2 hereof, to the extent Owner reasonably deems necessary to complete the Services (other than any such technical information that (1) with respect is proprietary to preserving Contractor, (2) Contractor's established corporate policy prohibits the confidentiality disclosure of the to prime contractors, subcontractors or any other party’s Confidential Information as long as it takes third parties that are similar to or the same degree of care as Owner and its replacement contractor (provided that it takes to: (i) secure if such policy allows such disclosure only on restrictive terms and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access conditions, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, then Owner shall be entitled to an injunction receive such disclosure on substantially similar terms and conditions), and (3) is so competitively sensitive that its disclosure to prevent actual or threatened breaches competitors would reasonably be determined to have a material adverse effect on Contractor). Notwithstanding any other provision of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement 19.1, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. ( e a) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource Owner shall be permitted to disclose summarize the material terms and conditions of this Agreement for purposes of including such summary in any offering statements or similar disclosure documents relating to the financing of the Facility ("Offering Statements") which will be provided to credit rating agencies ("Rating Agency") that may provide a rating for such debt and to prospective purchasers of such debt ("Offerees"); and (b) the Independent Engineer may utilize certain project technical information in a report ("Report") which will be included in such Offering Statement; provided, however, that prior to the distribution of the summary referred to in clause (a) above and the Report referred to in clause (b) above to any Rating Agency or Offerees, Owner shall provide Contractor a copy thereof and Contractor shall have a reasonable period of time to review and provide comments thereon to Owner in the case of the summary and Owner and the Independent Engineer in the case of the Report. Owner shall give due consideration to such comments in finalizing the summary and shall cause the Independent Engineer to give due consideration to such comments in finalizing the Report, in both cases in light of Contractor's interest in protecting its earnings releases proprietary information and in light of Owner's and the Independent Engineer's disclosure obligations under applicable securities laws. The parties shall attempt in good faith to resolve any disagreements concerning information to be included in such summary or Report. No Offeree shall be given a copy of this Agreement but an Offeree may inspect a copy of this Agreement at the offices of Owner or its designee provided such Offeree has entered into an appropriate confidentiality agreement and such Offeree is not in competition with Contractor in Contractor's power generation, investor calls, rating agency presentations distribution and other similar disclosures transmission business.

Appears in 3 contracts

Samples: Agreement (Aes Ironwood LLC), Agreement (Aes Ironwood LLC), Agreement (Aes Ironwood LLC)

Confidentiality. (a) From and after Each of the Distribution Date, each of NiSource and Columbia Note Parties shall hold, and shall cause not disclose to any person or entity the Holders’ holdings set forth on their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant signature pages to this Agreement or or otherwise disclose the Holders’ holdings information (collectively, the “Holder Information”) except: (1) in any legal proceeding relating to this Agreement; provided that the relevant Note Party shall use its reasonable best efforts to maintain the confidentiality of such Holder Information in the context of any such proceeding; (2) to the extent not addressed required by law; and (3) in response to a Transaction Agreement subpoena, any agreement contemplated hereby discovery request, shall not use such Confidential or a request from a government agency, regulatory authority or securities exchange for information regarding Holder Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations information contained therein; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion each of the receiving party’s counsel, by other requirements of Law (in which case such party will provide Note Parties will, to the extent reasonably practicable under the circumstances permitted by applicable law or regulation, advance provide any such Holder with prompt written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other requirement so that such Holder may seek, at such Holder’s expense, a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto appropriate remedy and each Note Party will fully cooperate in obtaining. In the event that with such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required Holder’s efforts to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction obtain same. Notwithstanding anything to the contrary contained in this Section 6, the Note Parties may: (i) disclose the aggregate principal amount of Notes held by the Holders executing this Agreement, taken as a whole; and (ii) to effectuate and evidence the provisions direction to the Trustee contained herein, at any time, and from time to time, during the Forbearance Period, provide the Trustee with an executed copy of this Section 9.8 shall survive Agreement that includes the Distribution Date indefinitely. (e) This Section 9.8 shall individual signature pages of each of the Holders; provided that the Note Parties first obtain the Trustee’s written consent not apply with respect to Confidential Information furnished disclose to any person or entity any information relating to the receiving party or accessed by individual holdings of each Holder, such written consent to be on substantially the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations same terms as set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures paragraph.

Appears in 3 contracts

Samples: Amended and Restated Forbearance Agreement (McDermott International Inc), Forbearance Agreement (McDermott International Inc), DITECH HOLDING Corp

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold Each party hereto agrees to, and shall cause their respective Subsidiaries its Representatives to, Affiliates keep confidential and not divulge any Information, and to use, and cause its Representatives to hold use, such Information only in strict confidence connection with (x) any action permitted to be taken by a Stockholder hereunder with respect to the Equity Securities held by such Stockholder or (y) following the consummation of the Spin-Off, with at least the same degree operation of care the Company and its Subsidiaries; provided that applies to NiSource’s confidential and proprietary information nothing herein shall prevent any party hereto from disclosing such Information (a) pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date a Legal Process, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, (b) to the extent not addressed necessary in a Transaction Agreement connection with the exercise of any remedy hereunder, any agreement contemplated hereby (c) to other Stockholders, shall not use (d) (i) to such Confidential party’s Representatives that in the reasonable judgment of such party need to know such Information or ( except as contemplated by this Agreement ii) to such party’s direct equity holders (including limited partners); provided such Persons are directed to keep, and are subject to an obligation to keep, such Transaction Agreement information confidential or any agreement contemplated hereby (e) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall potential Transferee in connection with a proposed Transfer of Equity Securities from such Stockholder as long as such potential Transferee agrees to be bound by the provisions of this Section 9.8 or similar confidentiality obligations 6.3 as if a Stockholder; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent provided further that , (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except , in the case of each of clause ( A a), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other parties hereto of the existence proposed disclosure as far in advance of such request or demand disclosure as practicable and shall provide the other a use reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps efforts to ensure that confidential treatment any Information so disclosed is accorded confidential treatment, when and if available, and provided further, such information. (b) Each of NiSource and Columbia, respectively, party shall be responsible for any breach of this Section 9.8 by any failure of its Representatives or direct equity holders to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of keep such information confidential in accordance with this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures 6.3.

Appears in 3 contracts

Samples: Stockholders Agreement (Servicemaster Global Holdings Inc), Stockholders Agreement (Servicemaster Global Holdings Inc), Stockholders Agreement (Servicemaster Co, LLC)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect Except as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated specifically authorized by this Agreement, such Transaction Agreement each Party shall, for the Term and for five (5) years after its expiration or termination for any agreement contemplated hereby) reason, keep confidential, not disclose to others and shall not release use only for the purposes provided for or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable permitted under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third other Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause such information may be (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of disclosed to governmental agencies and others where such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause included in regulatory filings permitted under the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach terms of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding Agreement or in patent applications filed within the provisions of this Section 9.8, each of NiSource United States Patent and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information Trademark Office or corresponding international patent offices; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition provided to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the Third Parties under appropriate terms and conditions including confidentiality provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything substantially equivalent to the contrary contained those in this Agreement, in connection with the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply receiving Party’s clinical or bio-equivalence testing, consulting, regulatory activities, manufacturing and marketing activities with respect to Confidential Information furnished to the receiving party or accessed by the receiving party Product undertaken pursuant to any Transaction or as permitted by this Agreement ; (iii) published, except if and to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 publication has been approved by reference. both Parties; or ( f iv) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related disclosed to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as extent required by applicable Law laws or regulations or as ordered by a court or other regulatory body having competent jurisdiction. In each of the foregoing cases, NiSource the recipient will use its commercially reasonable efforts to limit the disclosure and maintain confidentiality to the extent possible. In the case of a required disclosure under clause (iv) above, the Party required to make the disclosure shall be permitted promptly notify the original disclosing Party and shall *Confidential Treatment Requested. provide reasonable assistance, if requested by the original disclosing Party, to disclose such information assist the original disclosing Party in its earnings releases, investor calls, rating agency presentations and other similar disclosures attempts to prevent or limit the disclosure.

Appears in 3 contracts

Samples: Commercialization Agreement (Corium International, Inc.), Commercialization Agreement (Corium International, Inc.), Commercialization Agreement (Corium International, Inc.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect Except as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated specifically authorized by this Agreement, such Transaction Agreement each Party shall, for the Term and for five (5) years after its expiration or termination for any agreement contemplated hereby) reason, keep confidential, not disclose to others and shall not release use only for the purposes provided for or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable permitted under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third other Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause such information may be (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of disclosed to governmental agencies and others where such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause included in regulatory filings permitted under the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach terms of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding Agreement or in patent applications filed within the provisions of this Section 9.8, each of NiSource United States Patent and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information Trademark Office or corresponding international patent offices; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition provided to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the Third Parties under appropriate terms and conditions including confidentiality provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything substantially equivalent to the contrary contained those in this Agreement, in connection with the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply receiving Party’s clinical or bio-equivalence testing, consulting, regulatory activities, manufacturing and marketing activities with respect to Confidential Information furnished to the receiving party or accessed by the receiving party Product undertaken pursuant to any Transaction or as permitted by this Agreement ; (iii) published, except if and to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 publication has been approved by reference. both Parties; or ( f iv) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related disclosed to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as extent required by applicable Law laws or regulations or as ordered by a court or other regulatory body having competent jurisdiction. In each of the foregoing cases, NiSource the recipient will use its commercially reasonable efforts to limit the disclosure and maintain confidentiality to the extent possible. In the case of a required disclosure under clause (iv) above, the Party required to make*Confidential Treatment Requested. the disclosure shall be permitted promptly notify the original disclosing Party and shall provide reasonable assistance, if requested by the original disclosing Party, to disclose such information assist the original disclosing Party in its earnings releases, investor calls, rating agency presentations and other similar disclosures attempts to prevent or limit the disclosure.

Appears in 3 contracts

Samples: Commercialization Agreement (Corium International, Inc.), Commercialization Agreement (Corium International, Inc.), Commercialization Agreement (Corium International, Inc.)

Confidentiality. (a) From and after the Distribution Closing Date, each of NiSource and Columbia shall hold Sunoco shall, and it shall cause their respective Subsidiaries the Contributing Subsidiaries to, Affiliates and Representatives to hold, in strict confidence, with at least maintain the same degree confidentiality of care any proprietary or confidential information that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as constitutes the Refinery Assets (all of the Distribution Date or such other procedures as may reasonably be adopted by foregoing, “Confidential Information”). In the receiving party after the Distribution Date, all Confidential Information of the disclosing party event that Sunoco or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party Contributing Subsidiaries is requested or required pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates Law, including pursuant to this Agreement or written or oral question or request for information or documents in any Proceeding, by interrogatory, subpoena or similar process, to disclose any Confidential Information, to the extent not addressed in a Transaction Agreement permissible by Law and practicable, any agreement contemplated hereby Sunoco shall, or shall not use cause such Confidential Information (except Subsidiary, as contemplated by this Agreement applicable, such Transaction Agreement to notify NewCo promptly of the request or any agreement contemplated hereby) and shall not release requirement so that NewCo may seek an appropriate protective order or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by waive compliance with the provisions of this Section 9.8 11.8. If, in the absence of a protective order or similar confidentiality obligations the receipt of a waiver hereunder Sunoco or its Subsidiary determines in good faith that it is required to disclose any Confidential Information by Law, Sunoco or its Subsidiary, as applicable, may disclose the Confidential Information to the extent required to comply with Law; provided, however, that NiSource and Columbia and their respective Representatives may disclose Sunoco or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto Subsidiary, as applicable, shall promptly notify use, if the other of the existence of such requested by NewCo and at NewCo’s sole cost and expense, request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto assurance that confidential treatment will cooperate in obtaining. In the event that be accorded to such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and disclosed. The foregoing provisions shall take commercially reasonable steps not apply to ensure any information that confidential treatment (i) is accorded or becomes generally available to the public immediately prior to the time of disclosure unless such information. (b) Each Confidential Information is so available due to the actions of NiSource and Columbia, respectively, shall be responsible for any breach Sunoco or the Contributing Subsidiaries in violation of this Section 9.8 by 11.8, (ii) is or becomes available to Sunoco or any of its Representatives the Contributing Subsidiaries from a source other than NewCo from and after the Closing or (iii) is or was independently developed by employees, representatives or advisors of Sunoco or any of the Contributing Subsidiaries from and after the Closing without use of or reference to whom it has disclosed any other Confidential Information, and no information contemplated by this sentence shall be deemed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its The obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial 11.8 shall expire and other information related to be of no further force or effect on the Columbia Parties for first anniversary of the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Closing Date.

Appears in 3 contracts

Samples: Contribution Agreement (Philadelphia Energy Solutions Inc.), Contribution Agreement (Philadelphia Energy Solutions Inc.), Contribution Agreement (Philadelphia Energy Solutions Inc.)

Confidentiality. (a) From and after the Distribution Exchange Date, each of NiSource and Columbia shall Group will hold, and shall use its reasonable best efforts to cause their respective Subsidiaries, Affiliates and its Representatives to hold, in strict confidence, with at least confidence all Information concerning the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates Party obtained by such receiving party it prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 Exchange Date or furnished to it by such receiving party by or on behalf of the disclosing party or any of its Affiliates other Party pursuant to this Agreement or or the Continuing Agreements, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall will not release or disclose such Confidential Information to any other Person, except its Representatives, who shall will be bound by the provisions of this Section 9.8 or similar confidentiality obligations Section; provided, however, that NiSource and Columbia and their respective Representatives each Group may disclose or use such information if, and only Information to the extent that, that ( i a) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s such Group's counsel, by other requirements of Law is required or advisable under applicable law ( in which case such party will provide including the federal securities laws), to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or ( ii b) the receiving party such Group can show that such information Information was ( A i) has been published or has otherwise become available to such Group on a nonconfidential basis prior to its disclosure by the general public as part of other Group, (ii) in the public domain without breach through no fault of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party such Group or ( C iii) lawfully acquired by such Party from other sources after the time that it was developed independently of information furnished or made available to the receiving party as contemplated under such Party pursuant to this Agreement (except, in or the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible Continuing Agreements. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia Group will be deemed to have satisfied its obligations under this Section 9.8(a) with respect to preserving any Information if it exercises the confidentiality of the other party’s Confidential same care with regard to such Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the to preserve confidentiality of for its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Information.

Appears in 3 contracts

Samples: Certificate of Incorporation (PKS Holdings Inc), Kiewit Peter Sons Inc, Level 3 Communications Inc

Confidentiality. If either Party provides Confidential Information to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) From and after protect the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives Confidential Information from disclosure to hold, in strict confidence, third parties with at least the same degree of care that applies to NiSource’s accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Information may only be deemed Confidential Information is designated in writing on each page thereof, and shall not apply to information pursuant shared verbally for avoidance of any confusion. Information designated in writing as Confidential Information shall not be deemed otherwise merely for having been discussed verbally. Information may only be deemed confidential is it would: (x) otherwise be deemed a Trade Secret under California law; and (y) would not be deemed a public record under California law. Notwithstanding the above, a Party may provide such ConfidentialInformation to policies (i) with respect to Seller, its, officers, directors, members, managers, employees, agents, contractors, and consultants, and (ii) with respect to Customer, its board members, employees, agents, contractors and consultants (as applicable to either Party, collectively, “Representatives”), and Affiliates, lenders, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information). Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 19(a), except as set forth in effect as Section 19(b). All Confidential Information shall remain the property of the Distribution Date disclosing Party and shall be returned to the disclosing Party or such other procedures as may reasonably destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be adopted irreparably injured by a breach of this Section 19(a) by the receiving party after Party or its Representatives or other person to whom the Distribution Date, all receiving Party discloses Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of Party and that the disclosing party or any of its Affiliates pursuant Party may be entitled to this Agreement or equitable relief, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) including injunctive relief and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or specific performance, in the opinion event of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently provision of information furnished or made available to this Section 19(a). To the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the fullest extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited permitted by applicable Law); and provided further that NiSource and Columbia may disclose law, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will remedies shall not be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required deemed to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible exclusive remedies for any a breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 19(a), each of NiSource and Columbia will but shall be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the all other remedies that may be available to it, be entitled to an injunction to prevent actual at law or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures equity.

Appears in 3 contracts

Samples: Solar Power Purchase Agreement, Solar Power Purchase Agreement, Solar Power Purchase Agreement

Confidentiality. (a) From In connection with preparation and after during the Distribution Date term of this Agreement, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as one Party may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior disclose to the Distribution Date other or receive from the other written information relating to the subject matter of this Agreement which information, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates if so identified in writing either pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby Section 11.0 or otherwise upon disclosure, shall not use such be considered to be the disclosing Party's Confidential Information. Each Party agrees that it will take the same steps to protect the confidentiality of the other Party's Confidential Information ( as it takes to protect its own proprietary and confidential information. Each Party shall protect and keep confidential and shall not use, publish or otherwise disclose to any third party, except as contemplated permitted by this Agreement (or the Outline of Terms or Definitive Agreement) or with the other Party's written consent, the other Party's Confidential Information for a period of five (5) years from the date of termination of the Cross-Licensing Provisions or for 10 years, whichever is longer. For the purposes of this Agreement, such Transaction Agreement or any agreement contemplated hereby) and Confidential Information shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use include such information if, and only to the extent that, that (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of was lawfully known to the receiving party’s counsel, by other requirements Party at the time of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure ) or ; (ii) the receiving party can show that such information (A) has been published or has otherwise become was generally available to the general public as or was otherwise part of the public domain without at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement , ; ( B iii) has been furnished or made became known to the receiving party without any obligation Party after disclosure from a source that had a lawful right to keep it confidential by a Third Party under circumstances that are not known disclose such information to the receiving party to involve a breach of the Third Party’s obligations to a Party others; or ( C iv) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall by the receiving Party to comply with applicable laws, to defend or shall cause prosecute litigation or to comply with governmental regulations, provided that the receiving Party provides prior written notice of such disclosure to the other applicable party Party and takes reasonable and lawful actions to furnish avoid and/or minimize the degree of such disclosure. Notwithstanding the above, or cause the Parties may disclose Confidential Information to their legal representatives, to Affiliates and their legal representatives, and to consultants (to the extent such disclosure is intended to further the purposes contemplated under this Agreement) and provided such legal representatives, Affiliates and consultants have agreed in writing to be furnished, only that portion of the Confidential Information that is legally required bound to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving protect the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures a manner at least as restrictive as that generally set forth herein.

Appears in 3 contracts

Samples: Confidentiality Agreement (Tanox Inc), Confidentiality Agreement (Tanox Inc), Confidentiality Agreement (Tanox Inc)

Confidentiality. (a) From PFPC agrees to keep confidential all records of RSMC and after the Distribution Date Fund and information relating to RSMC, the Fund and its shareholders, unless the release of such records or information is otherwise consented to, in writing, by RSMC or the Fund. RSMC and the Fund agree that such consent shall not be unreasonably withheld and may not be withheld where PFPC may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. Notwithstanding any provision herein to the contrary, each party hereto agrees that any Nonpublic Personal Information, as defined under Section 248.3(t) of NiSource and Columbia shall hold Regulation S-P ("Regulation S-P"), and shall cause their respective Subsidiaries promulgated under the Gramm-Leach-Bliley Act (the "Act"), Affiliates and Representatives disclosed or otherwise made accessible by a party hereunder is for the specific purpose of permitting the other party to hold, perform its duties as set forth in strict confidence this Agreement. Each party agrees that, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished respect to such receiving party by or on behalf of information, it will comply with Regulation S-P and the disclosing party or Act and that it will not disclose any of its Affiliates pursuant to Nonpublic Personal Information received in connection with this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party ’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement , except to the extent that such Transaction Agreement incorporates extend as necessary to carry out the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations services set forth in this Section 9.8, with respect to financial and other information related to Agreement or as otherwise permitted by Regulation S-P or the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Act.

Appears in 3 contracts

Samples: Accounting Services Agreement (Wt Mutual Fund), Wt Mutual Fund, Wt Investment Trust I

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior Prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf date of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction and between the date of this Agreement and until the earlier of the Closing Date or any agreement contemplated hereby) the termination of this Agreement, and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound thereafter in accordance with the Ancillary Agreements and the transactions and ongoing business conducted by the provisions of this Section 9.8 Parties as contemplated hereby and thereby, the Parties have provided, or similar confidentiality obligations shall provide, one another with information which is protected, secret, non-public or proprietary in nature ("Confidential Information"); provided, however, that NiSource and Columbia and their respective Representatives may disclose the -------- ------- term Confidential Information shall not include information which: (a) is or use becomes publicly available other than as a result of a disclosure by the disclosing Party or its representatives, (b) is or becomes available to the receiving Party on a nonconfidential basis from a source (other than the disclosing Party or its representatives) which, to the receiving Party's knowledge after due inquiry, is not prohibited from disclosing such information if, and only to the extent that receiving Party by a legal, contractual or fiduciary obligation to the disclosing Party, (c) is independently developed by the receiving Party without use of the Confidential Information, or (d) is already known by the receiving Party. Each Party agrees to (i) hold confidential, to protect, and not to disclose except on a disclosure of such information is compelled by judicial or administrative process or need-to-know basis to its directors, in the opinion of the receiving party’s officers, employees, agents, financial advisors and legal counsel, all Confidential Information provided to it by any other requirements of Party to this Agreement or any Ancillary Agreement, and except as otherwise required by Law (in which case such party will provide or legal process, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to use Confidential Information for any purpose other than to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known extent necessary to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated evaluate and enforce its rights under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible any Ancillary Agreement. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the The covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8 5.05 shall remain in effect until the Closing Date and so long thereafter as any Ancillary Agreement remains in effect. If this Agreement is terminated prior to consummation of the transactions contemplated hereby or by any Ancillary Agreement, with respect to financial then each Party shall return all documents and other information related material, whether or not confidential, provided to it pursuant to this Agreement by or on behalf of any other Party to this Agreement. The foregoing obligations of confidentiality, non-disclosure and limited use shall be in effect for a period of three years beyond such termination. During such period, none of the Parties shall use any of the Confidential Information received from any other Party to the Columbia Parties for detriment of such other Party. Notwithstanding any other provision of this Section 5.05, each Party shall have the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition right to fulfilling retain and to use any Confidential Information to the extent necessary to evaluate and enforce its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures rights under this Agreement or any Ancillary Agreement.

Appears in 3 contracts

Samples: Abbott George, Sprint Corp, Earthlink Network Inc

Confidentiality. (a) From Subject to Section 5(a), to any contrary requirement of law and after to the Distribution Date right of each party to enforce its rights hereunder in any legal action, each of NiSource and Columbia party shall hold, keep strictly confidential and shall cause their respective Subsidiaries, Affiliates its employees and Representatives agents to hold, in strict confidence, with at least keep strictly confidential the same degree terms of care that applies to NiSource’s confidential this Agreement and proprietary any information pursuant to policies in effect as of or concerning the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party which it or any of its Affiliates obtained by such receiving party prior to agents or employees may acquire pursuant to, or in the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf course of the disclosing party or any of performing its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement obligations under, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach provision of this Agreement , (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining . In the event that such appropriate protective order or other remedy disclosure is not obtained permitted pursuant to the preceding sentence, the disclosing party whose Confidential Information is required shall (i) provide prior notice of such disclosure to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party ’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; , (ii) protect use its own similar information against anticipated threats or hazards; best efforts to minimize the extent of such disclosure and (iii) protect against loss or theft or unauthorized access, copying, comply with all reasonable requests of the other party to minimize the extent of such disclosure , loss, damage, modification or use . This Section 9(g) shall not prevent either party from disclosing information as necessary to third-party advisors in connection with the transactions contemplated hereby provided that such advisors agree in writing to be bound by this Section 9(g) as if a party hereto. UBS hereby consents to the issuance of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach a press release by the receiving party of any one or more of Issuer announcing its entry into this Agreement and the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations filing with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures of a copy of this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Nationwide Financial Services Inc/), Purchase Agreement (Nationwide Financial Services Inc/), Purchase Agreement (Nationwide Financial Services Inc/)

Confidentiality. Subject to any contrary requirement of law and the right of each party to enforce its rights hereunder in any legal action, each party shall keep strictly confidential and shall cause its employees and agents to keep strictly confidential, any information which it or any of its agents or employees may acquire pursuant to, or in the course of performing its obligations under, any provision of this Agreement; PROVIDED, HOWEVER, that such obligation to maintain confidentiality shall not apply to information which (a) From and after at the Distribution Date, each time of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, disclosure was in strict confidence, with at least the same degree public domain not as a result of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted acts by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby b) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, was in the opinion possession of the receiving party’s counsel, by other requirements party at the time of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure ) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 3 contracts

Samples: Exchange Agreement (Telephone & Data Systems Inc), Telephone & Data Systems Inc, American Paging Inc

Confidentiality. (a) From Subject to any contrary requirement of law and after the Distribution Date right of each party to enforce its rights hereunder in any legal action, each of NiSource and Columbia party shall hold keep strictly confidential, and shall cause their respective Subsidiaries its employees and agents to keep strictly confidential, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential any Information of or concerning the disclosing other party which it or any of its Affiliates obtained by such receiving party prior to agents or employees may acquire pursuant to, or in the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf course of the disclosing party or any of performing its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement obligations under, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by provisions of this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations Ancillary Agreement; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only obligation to the extent that, maintain confidentiality shall not apply to Information which (i) a at the time of disclosure of such information is compelled by judicial or administrative process or, was in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) public domain or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach received by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, from a third party who did not receive such Information from the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to under an injunction to prevent actual or threatened breaches obligation of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures confidentiality.

Appears in 3 contracts

Samples: Penwest LTD, Penford Corp, Penwest Pharmaceuticals Co

Confidentiality. (a) From Subject to any contrary requirement of law and after the Distribution Date right of each party to enforce its rights hereunder in any legal action, each of NiSource and Columbia party shall hold keep strictly confidential, and shall cause their respective Subsidiaries its employees and agents to keep strictly confidential, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential any Information of or concerning the disclosing other party which it or any of its Affiliates obtained by such receiving party prior to agents or employees may acquire pursuant to, or in the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf course of the disclosing party or any of performing its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement obligations under, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by provisions of this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations Ancillary Agreement; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only restriction shall not apply to the extent that, any Confidential Information which is ( i a) a disclosure of such information is compelled independently developed by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information outside the scope of this Agreement, ( A b) has been published in the public domain at the time of its receipt or has otherwise become available to the general public as thereafter becomes part of the public domain without breach through no fault of this Agreement the receiving party, ( B c) has been furnished or made known received without an obligation of confidentiality from a third party having the right to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A) disclose such information, ( B d) and (C), to released from the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach restrictions of this Section 9.8 7.8 by the express written consent of the disclosing party, (e) disclosed to any permitted assignee, permitted sublicensee or permitted subcontractor of its Representatives either Chronimed or MGI hereunder (if such assignee, sublicense or subcontractor is subject to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 7.8 or comparable provisions), each of NiSource and Columbia will or (f) required by law, statute, rule or court order to be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: disclosed ( i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition however, use commercially reasonable efforts to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches obtain confidential treatment of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction such disclosure). Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations The obligations set forth in this Section 9.8, with respect to financial and other information related to 7.8 shall survive for a period of five (5) years from the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Effective Date.

Appears in 3 contracts

Samples: Medgenesis Inc, Medgenesis Inc, Transition Services Agreement (Chronimed Inc)

Confidentiality. (a) From Subject to any contrary requirement of law and after the Distribution Date right of each party to enforce its rights hereunder in any legal action, each of NiSource and Columbia party shall hold keep strictly confidential, and shall use its reasonable efforts to cause their respective Subsidiaries, its Affiliates and Representatives to hold keep strictly confidential, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential any Information of or concerning the disclosing other party which it or any of its Affiliates obtained by such receiving party prior to or Representatives may acquire pursuant to, or in the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf course of the disclosing party or any of performing its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement obligations under, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by provisions of this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations Ancillary Agreement; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only obligation to the extent that, maintain confidentiality shall not apply to Information which: (i) at the time of disclosure was in the public domain, not as a disclosure result of improper acts by the receiving party; (ii) is received by the receiving party from a third party who did not receive such information Information from the disclosing party under an obligation of confidentiality; or (iii) is compelled to be disclosed by judicial or administrative process or, in the opinion of the receiving party’s such Person's counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource Thermo Electron and Columbia will Viasys shall be deemed to have satisfied its obligations under this Section 9.8(a) 8.6 with respect to preserving any Information if it exercises the confidentiality of the other party’s Confidential same care with regard to such Information as long as it takes the same degree of care that it takes to: (i) secure and maintain to preserve the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Information.

Appears in 3 contracts

Samples: Thermo Electron Corp, Viasys Healthcare Inc, Viasys Healthcare Inc

Confidentiality. (a) From Subject to any contrary requirement of law and after the Distribution Date right of each party to enforce its rights hereunder in any legal action, each of NiSource and Columbia party shall hold keep strictly confidential, and shall use its reasonable efforts to cause their the other members of its respective Subsidiaries, Affiliates Group and the Representatives to hold keep strictly confidential, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential any Information of or concerning the disclosing other party or any the other party's Group which it may acquire pursuant to, or in the course of performing its Affiliates obtained by such receiving party prior to the Distribution Date obligations under, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement , such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations ; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only obligation to the extent maintain confidentiality shall not apply to Information that , : (i) at the time of disclosure was in the public domain, not as a disclosure result of improper acts by the receiving party; (ii) is received by the receiving party from a third party who did not receive such information Information from the disclosing party under an obligation of confidentiality; or (iii) is compelled to be disclosed by judicial or administrative process or, in the opinion of the receiving such party ’s 's counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource Thermo Electron and Columbia will Viasys shall be deemed to have satisfied its obligations under this Section 9.8(a) 7 with respect to preserving any Information if it exercises the confidentiality of the other party’s Confidential same care with regard to such Information as long as it takes the same degree of care that it takes to: (i) secure and maintain to preserve the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Information.

Appears in 3 contracts

Samples: Viasys Healthcare Inc, Viasys Healthcare Inc, Thermo Electron Corp

Confidentiality. (a) From The parties each recognize that the Confidential --------------- Information of the other party and after the Distribution Date, each of NiSource any and Columbia shall hold, and shall cause their respective Subsidiaries, all Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s sublicensees thereof constitute valuable confidential and proprietary information pursuant to policies in effect as information. Accordingly, the parties each agree that they and any Affiliates shall, during the term of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party this Agreement and for a period of five (5) years after the Distribution Date termination hereof for any reason, hold in confidence all Confidential Information of the disclosing other party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to (including this Agreement or, and the terms hereof) and not use the same for any purpose other dm as set forth in this Agreement or disclose the same to any other Person except to the extent not addressed in a Transaction Agreement that it is necessary for such party to enforce its rights under this Agreement or if required by law or any governmental authority (including, without limitation, any agreement contemplated hereby stock exchange upon which such party's shares or other equity securities may be traded); provided, however' if any party shall not use such Confidential Information (except as contemplated be required by this Agreement, such Transaction Agreement or law to disclose any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance shall give prompt written notice thereof to the other party of its intent to make and shall minimize such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available disclosure to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible amount required. Notwithstanding the foregoing, in the event that any demand or request for disclosure of either party may disclose Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify of the other (a) to such party's attorneys, accountants and other professional advisors under an obligation of the existence of confidentiality to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy party, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each to such party's banks or other financial institutions or venture capital sources for the purpose of NiSource raising capital or borrowing money or maintaining compliance with agreements, arrangements and Columbia understandings relating thereto, respectively and (c) to any Person who proposes to purchase or otherwise succeed (by merger, shall be responsible for any breach operation of law or otherwise) to all of such party's right, title and interest in, to and under this Agreement, if such Person identified in subparagraphs (b) and (c) of this Section 9.8 by any of its Representatives IO. I agrees to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) such Confidential Information pursuant to a written agreement in form and substance reasonably satisfactory to the parties. The standard of care required to be observed hereunder shall be not less than the degree of care which each party uses to protect its own similar information against anticipated threats or hazards; of a confidential nature. The Company agrees that any and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource all Affiliates and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the sublicensees thereof shall enter into and maintain appropriate confidentiality agreements prior to receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition Confidential Information belonging to the other remedies that may be available Inventors and/or relating to it, be entitled to an injunction to prevent actual or threatened breaches the subject matter of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement , the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 3 contracts

Samples: License Agreement (Esperion Therapeutics Inc/Mi), License Agreement (Esperion Therapeutics Inc/Mi), License Agreement (Esperion Therapeutics Inc/Mi)

Confidentiality. The parties hereto and their attorneys agree that the terms of this Agreement shall be confidential and maintained in the strictest confidence. No party hereto shall disclose the terms of this Agreement to anyone not a party to this Agreement, whether orally or in writing. These restrictions, however, shall not apply to: (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors parties’ employees, attorneys, financial advisors, bankers officers and other appropriate Representatives directors who have a need to know such information know; (b) disclosure as may be required by law (which could include, by way of example and are informed of their obligation not intending to hold such information confidential be limited to, tax reporting, regulatory requirements and securities laws); or (c) disclosure as may be necessary to enforce this Agreement. To the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made required pursuant to clause ( i b) or (c) above, each the disclosing party hereto, as applicable, shall promptly notify the other party and shall cooperate in the efforts of the existence of such request or demand and shall provide the other party to obtain a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure assurance that confidential treatment is will be accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach to the terms of this Section 9.8 by any Agreement. If, in the absence of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2 a protective order, the disclosing party shall, is (in addition the view of its legal counsel) compelled as a matter of law to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches disclose any of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 such disclosing party shall survive the Distribution Date indefinitely. (e) This Section 9.8 disclose only those terms or matters that are required by law to be disclosed, and such disclosure shall not apply with respect to Confidential Information furnished be made only to the receiving party person or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures entity compelling disclosure.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Victory Park Capital Advisors, LLC), Stock Purchase Agreement (Victory Park Capital Advisors, LLC), Stock Purchase Agreement (Victory Park Capital Advisors, LLC)

Confidentiality. (a) From and after the Distribution Date The terms, each of NiSource and Columbia shall hold conditions, and existence of this Sublicense Agreement shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s be treated as confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after Parties, and neither Party shall disclose the Distribution Date existence, all Confidential Information terms or conditions of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Sublicense Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any third party (other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except than, in the case of each Microsoft, to [****] and to any other Game Platform Vendor entering into a Game Platform Sublicense) without the prior written permission of (A) the other Party. Each Party, (B) and (C) however, shall have the right to make disclosures to the extent that notwithstanding the foregoing required by an order of court, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose regulation of another governmental body, or permit otherwise by law or by a stock exchange, provided that the Party shall promptly provide written notice to the non-disclosing Party of the intended disclosure of and of the court order or regulation prior to such disclosure and that the Party shall take all reasonable steps to minimize such disclosure by, Confidential Information for example, obtaining a protective order and/or appropriate confidentiality provisions requiring that such information to their respective auditors be disclosed be used only for the purpose for which such law, order, regulation or requirement was issued. Additionally, (i) each Party may disclose the terms and conditions of this Sublicense Agreement to the extent reasonably necessary, under a suitable confidentiality agreement, to its accountants, attorneys, financial advisors, bankers advisors and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential in connection with due diligence activities relating to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other sale of the existence of such request stock or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed business of a Party or its Subsidiaries, and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource Immersion shall be permitted to disclose to [****] and any other Game Platform Vendor entering into a Game Platform Sublicense the permitted scope of Microsoft's sublicense rights under this Sublicense Agreement, provided that Immersion gives Microsoft notice of such information in its earnings releases, investor calls, rating agency presentations proposed disclosure and other similar disclosures Microsoft does not respond within thirty (30) days after such notice.

Appears in 3 contracts

Samples: Agreement (Immersion Corp), Immersion Corp, Immersion Corp

Confidentiality. This letter shall be treated as confidential and is being provided to Parent ( a and made available to the Company and its Representatives) From solely in connection with the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement), except with the written consent of the Investor; provided that (i) no such written consent shall be required for disclosures by Parent to the Company or its Representatives so long as the Company and after such Representatives agree to keep such information confidential on terms substantially identical to the Distribution Date, each terms contained in this Section 7; (ii) that any party hereto may disclose the existence of NiSource this letter to the extent required by any applicable law or to such party’s Affiliates and Columbia shall hold, and shall cause their respective Subsidiaries officers, Affiliates directors, employees, advisors, agents and Representatives other representatives to hold, the extent such Persons in strict confidence, with at least the same degree of care that applies turn agree to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted abide by the receiving party after confidentiality provisions of this Section 7 or in connection with any action or proceeding arising out of, under or in relation to the Distribution Date transactions contemplated by this letter, all Confidential Information of the disclosing party Merger Agreement or any of its Affiliates obtained the transactions contemplated by any such receiving party prior agreement and (iii) with the consent of Parent, not to the Distribution Date unreasonably withheld, accessed by such receiving party pursuant to Section 9.1 conditioned or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or delayed, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall the material terms of this letter may be permitted summarized in any filing with the SEC required to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures be made by any party to the Merger Agreement.

Appears in 3 contracts

Samples: Empire Resorts Inc, Empire Resorts Inc, Kien Huat Realty III LTD

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to To the extent that notwithstanding Patriot has possession or knowledge of the foregoing terms of existing End Customer Contract(s), use Patriot covenants that during the term of this Agreement and continuing after termination of this Agreement until otherwise permitted in writing by COALSALES II, it will hold the End Customer Contract(s) and the information contained therein in strictest confidence and will protect the End Customer Contract(s) from any unauthorized disclosure. Except as expressly provided for herein, Patriot will not disclose to any third parties any information of any nature, specific or disclosure thereof would be prohibited by applicable Law general, pertaining to the End Customer Contract(s) ; , and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information will only disclose such information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives those of its employees who have a need to know such information and are informed of their obligation in order for Patriot to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining perform its obligations hereunder. In the event that Patriot has a legitimate business and/or financial need to disclose the terms of the End Customer Contract(s) to a third party, Patriot shall promptly notify COALSALES II of the circumstances necessitating the need to disclose, and COALSALES II shall act in good faith and use commercially reasonable efforts to obtain the End Customer’s written consent to Patriot’s disclosure of the End Customer Contract(s) under those limited circumstances. The foregoing notwithstanding, either party may disclose the terms of this Agreement to such appropriate protective party’s lenders, counsel, accountants or prospective permitted purchasers, directly or indirectly, of all or substantially all of such party’s assets or of any rights under this Agreement, in each case who have agreed to keep such terms confidential, or in order to comply with any applicable law, order, regulation or other remedy is not obtained exchange rule; provided, the such party whose Confidential Information is required to be disclosed shall or shall cause notify the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more proceeding of the covenants contained which it is aware which may result in this Section 9.8 disclosure and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction use reasonable efforts to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically limit the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures disclosure.

Appears in 3 contracts

Samples: Coal Supply Agreement (Patriot Coal CORP), Coal Supply Agreement (Patriot Coal CORP), Coal Supply Agreement (Peabody Energy Corp)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, Unless (i) a disclosure of such information is compelled by judicial or administrative process or, otherwise expressly provided in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, ( B ii) required by applicable Law or any listing agreement with, or the rules and regulations of, any applicable securities exchange or the NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Purchaser and the Company, any information or documents furnished or made known in connection herewith shall be kept strictly confidential by the Company, Purchaser and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the receiving preceding sentence, the party without any obligation intending to keep it confidential by a Third Party under circumstances that are not known make such disclosure shall consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the receiving extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Purchaser or the Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to the Exchange Act with respect to the Offer and the Merger, which report may include, among other things, financial statements and pro forma financial information with respect to the other party. Purchaser and the Company shall cooperate with the other and provide such information and documents as may be required in connection with any filings with the SEC. In the event the Merger is not consummated, each party shall return to involve the other any documents furnished by the other and all copies thereof any of them may have made and will hold in absolute confidence any information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the pursuit or defense of a breach claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of the Third Party’s obligations to a Party such disclosure or ( C iii) was developed independently of such information furnished or made becomes generally available to the receiving party as contemplated under public other than by breach of this Agreement (except, in the case Section 8.1. Prior to any disclosure of each of (A), (B) and (C), information pursuant to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and exception in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above of the preceding sentence, each the party hereto, as applicable, intending to disclose the same shall promptly so notify the other of party which provided the existence of same in order that such request or demand and shall provide the other party may seek a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required should it choose to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures do so.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sl Industries Inc), Agreement and Plan of Merger (Ault Inc), Agreement and Plan of Merger (Sl Industries Inc)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, Unless (i) a disclosure of such information is compelled by judicial or administrative process or, otherwise expressly provided in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, ( B ii) required by applicable Law or any listing agreement with, or the rules and regulations of, any applicable securities exchange or the NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Purchaser and the Company, any information or documents furnished or made known in connection herewith shall be kept strictly confidential by the Company, Purchaser and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the receiving preceding sentence, the party without any obligation intending to keep it confidential by a Third Party under circumstances that are not known make such disclosure shall consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the receiving extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Purchaser or the Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to the Securities Exchange Act with respect to the Merger, which report may include, among other things, financial statements and pro forma financial information with respect to the other party. In connection with any filing with the SEC of a registration statement or amendment thereto under the Securities Act, the Company or Purchaser, after consultation with the other party, may include a prospectus containing any information required to be included therein with respect to the Merger, including, but not limited to, financial statements and pro forma financial information with respect to the other party, and thereafter distribute said prospectus. Purchaser and the Company shall cooperate with the other and provide such information and documents as may be required in connection with any such filings. In the event the Merger is not consummated, each party shall return to involve the other any documents furnished by the other and all copies thereof any of them may have made and will hold in absolute confidence any information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the pursuit or defense of a breach claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of the Third Party’s obligations to a Party such disclosure or ( C iii) was developed independently of such information furnished or made becomes generally available to the receiving party as contemplated under public other than by breach of this Agreement (except, in the case Section 8.1. Prior to any disclosure of each of (A), (B) and (C), information pursuant to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and exception in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above of the preceding sentence, each the party hereto, as applicable, intending to disclose the same shall promptly so notify the other of party which provided the existence of name in order that such request or demand and shall provide the other party may seek a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required should it choose to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures do so.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Landrys Seafood Restaurants Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Rainforest Cafe Inc)

Confidentiality. (a) From Unless and after until the Distribution Date Closing occurs, each the Parties will abide by the provisions of NiSource and Columbia shall the Confidentiality Agreement. If the Closing occurs, the Sellers will hold, and shall will use their reasonable best efforts to cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential confidence from any other Person all information and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior documents relating to the Distribution Date Company Entities, accessed provided that nothing in this sentence shall limit the disclosure by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf any Party of the disclosing party or any of its Affiliates pursuant to this Agreement or, information (a) to the extent not addressed in a Transaction Agreement required by Applicable Law or judicial process (provided that if permitted by Applicable Law, any agreement contemplated hereby, shall not use the Sellers agree to give Buyers prior notice of such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that disclosure), ( i b) in connection with any litigation among the Parties (provided that such Party has taken reasonable actions (at Buyers sole expense) to limit the scope and degree of disclosure in any such litigation), (c) in an Action brought by a disclosure Party in pursuit of such information is compelled by judicial its rights or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party exercise of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of remedies under this Agreement, ( B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. ( d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates documents or information can be shown to have come within the provisions public domain through no action or omission of this Section 9.8 by reference. the disclosing Party or its Affiliates in violation hereof, and ( f e) Notwithstanding to its Affiliates (but the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource Party shall be permitted to disclose such information in liable for any breach by its earnings releases, investor calls, rating agency presentations and other similar disclosures Affiliates).

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (TerraForm Power, Inc.), Purchase and Sale Agreement (Sunedison, Inc.)

Confidentiality. (a) From and after Unless otherwise agreed to in writing by the Distribution Date parties hereto, each of NiSource and Columbia shall hold party hereto will, and shall will cause their respective Subsidiaries its Affiliates, directors, officers, managers, employees and agents (such Affiliates and Representatives other persons being collectively referred to hold as “Representatives”), in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, (i) keep all Confidential Information of the disclosing party other parties hereto confidential and not disclose or reveal any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any person other Person than those Representatives who are participating in effecting the Mergers or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing their respective rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the other parties hereto. In the event that a party hereto (the “Disclosing Party”) is requested pursuant to, or required by, Applicable Law or by legal process to disclose any Confidential Information of another party hereto (a “Protected Party”), such Disclosing Party shall provide the Protected Party with prompt notice of such request(s) so that the Protected Party may seek an appropriate protective order. The obligations of the parties hereunder with respect to Confidential Information that (a) is disclosed to a third party with the Protected Party’s written approval, (b) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a Governmental Entity, or (c) is required to be disclosed by Applicable Law, will, subject in the case of clauses (b) and (c) above to the disclosing party’s compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a Disclosing Party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it will not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event will such Disclosing Party be liable for any indirect, punitive, special, consequential or incidental damages unless such disclosure resulted from its willful misconduct or gross negligence, in which event it will be liable in damages for the lost profits of the Protected Party resulting directly and solely from such disclosure. In the event this Agreement is terminated, each party will, if so requested by another party hereto, promptly return or destroy all of the Confidential Information of the requesting party, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the possession of its Representatives , who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations ; provided, however, that NiSource no party will be required to return or cause to be returned summaries, analyses or extracts prepared by it or its Representatives, but will destroy (or cause to be destroyed) the same upon request of another party hereto. The confidentiality obligations of the parties contained in this Section 6.03 shall survive until the third anniversary of the date of this Agreement. For purposes of this Section 6.03, “Confidential Information” with respect any party hereto means all confidential and Columbia proprietary information about such party and their respective its subsidiaries that is furnished by it or its Representatives may disclose to another party hereto or use such its Representatives, regardless of the manner in which it is furnished, in connection with the transactions contemplated hereby. “Confidential Information” does not include, however, information if, and only to which (1) has been or in the extent that future is published or is now or in the future is otherwise in the public domain through no fault of any party hereto or its Representatives, ( i 2) was available to any other party hereto or its Representatives on a non-confidential basis prior to its disclosure by the disclosing party, (3) becomes available to another party hereto or its Representatives on a non-confidential basis from a person other than a party hereto or its Representatives, who is not otherwise bound by a confidentiality agreement with the party to which the information relates, or such party’s Representatives, or is not otherwise prohibited from transmitting the information to another party or its Representatives, (4) is independently developed by another party hereto or its Representatives through persons who have not had, either directly or indirectly, access to or knowledge of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or ( ii 5) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be publicly disclosed shall by a party or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Applicable Laws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Liberty Media Corp /De/), Agreement and Plan of Merger (Liberty Media Corp /De/), Agreement and Plan of Merger (Idt Corp)

Confidentiality. Without the prior consent of the other party, no party shall disclose Confidential Information ( a as defined below) From and after of any other party received in connection with the Distribution Date, each of NiSource and Columbia Services provided under this Agreement. The receiving party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least use the same degree of care that applies as it uses to NiSource’s protect its own confidential and proprietary information pursuant of like nature, but no less than a reasonable degree of care, to policies maintain in effect as of confidence the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party party. The foregoing provisions shall not apply to any information that (i) is, at the time of disclosure, or any of its Affiliates obtained by such receiving party prior to the Distribution Date thereafter becomes, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf part of the disclosing public domain through a source other than the receiving party, (ii) is subsequently learned from a third party or any of its Affiliates pursuant to this Agreement or that, to the extent knowledge of the receiving party, is not addressed under an obligation of confidentiality to the disclosing party, (iii) was known to the receiving party at the time of disclosure, (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to applicable law, subpoena, applicable professional standards, request of a governmental or regulatory agency, or other process after reasonable notice to the other party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in a Transaction Agreement addition to all other remedies at law or in equity, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by to an injunction or injunctions without bond or other security to prevent breaches of this provision. For the purpose of this Agreement, such Transaction Agreement Confidential Information shall mean NPPI (as defined below), any information identified by either party as “Confidential” and/or “Proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, or any agreement contemplated hereby nonpublic information obtained hereunder concerning the other party. Nonpublic personal financial information relating to shareholders and/or potential shareholders (i.e., customers and/or consumers) of the Trust (“NPPI”) provided by, or at the direction of, the Trust to Carne, or collected or retained by Carne in the course of performing its duties and responsibilities under this Agreement, shall remain the sole property of the Trust. Carne shall not release give, sell or disclose in any way transfer such Confidential Information to any person or entity, other Person than affiliates of Carne except in connection with the performance of Carne’s duties and responsibilities under this Agreement, except at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). Carne represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Trust. The Trust represents to Carne that it has adopted a statement of its Representatives, who shall be bound privacy policies and practices as required by Regulation S-P and agrees to provide Carne with a copy of that statement annually. The Trustee and Carne (solely to the extent it is notified of the obligations by the Trust) agree to comply with any and all regulations promulgated by the SEC or other applicable laws regarding the confidentiality of shareholder information. The provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to shall survive the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach termination of this Agreement , (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 3 contracts

Samples: Services Agreement (Advisers Investment Trust), Services Agreement (Advisers Investment Trust), Services Agreement (Advisers Investment Trust)

Confidentiality. Without the prior consent of the other party, no party shall disclose Confidential Information ( a as defined below) From and after of any other party received in connection with the Distribution Date, each of NiSource and Columbia services provided under this Agreement. The receiving party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least use the same degree of care that applies as it uses to NiSource’s protect its own confidential and proprietary information pursuant of like nature, but no less than a reasonable degree of care, to policies maintain in effect as of confidence the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, party. The foregoing provisions shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information apply to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, information that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure is, at the time of such information is compelled by judicial disclosure, or administrative process or thereafter becomes, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement through a source other than the receiving party, ( B ii) has been furnished or made is subsequently learned from a third party that, to the knowledge of the receiving party, is not under an obligation of confidentiality to the disclosing party, (iii) was known to the receiving party without any obligation at the time of disclosure, or (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to keep it confidential by applicable law, subpoena, applicable professional standards, request of a Third Party under circumstances that are not known governmental or regulatory agency, or other process after reasonable notice to the receiving party to involve other party. The parties further agree that a breach of this provision would irreparably damage the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving other party as contemplated under this Agreement (except, in the case of and accordingly agree that each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as them is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall entitled, in addition to the all other remedies that may be available to it at law or in equity, be entitled to an injunction or injunctions without bond or other security to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures provision.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Aspiration Funds), Investment Advisory Agreement (Aspiration Funds), Investment Advisory Agreement (Aspiration Funds)

Confidentiality. Without the prior consent of the other party, no party shall disclose Confidential Information ( a as defined below) From and after of any other party received in connection with the Distribution Date, each of NiSource and Columbia services provided under this Agreement. The receiving party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least use the same degree of care that applies as it uses to NiSource’s protect its own confidential and proprietary information pursuant of like nature, but no less than a reasonable degree of care, to policies maintain in effect as of confidence the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party party. The foregoing provisions shall not apply to any information that (i) is, at the time of disclosure, or any of its Affiliates obtained by such receiving party prior to the Distribution Date thereafter becomes, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf part of the disclosing public domain through a source other than the receiving party, (ii) is subsequently learned from a third party or any of its Affiliates pursuant to this Agreement or that, to the extent knowledge of the receiving party, is not addressed under an obligation of confidentiality to the disclosing party, (iii) was known to the receiving party at the time of disclosure, or (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to applicable law, subpoena, applicable professional standards, request of a governmental or regulatory agency, or other process after reasonable notice to the other party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in a Transaction Agreement addition to all other remedies at law or in equity, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by to an injunction or injunctions without bond or other security to prevent breaches of this provision. For the purpose of this Agreement, such Transaction Agreement Confidential Information shall mean NPPI (as defined below), any information identified by either party as “Confidential” and/or “Proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, or any agreement contemplated hereby nonpublic information obtained hereunder concerning the other party. Nonpublic personal information relating to shareholders of the Trust (“NPPI”) provided by, or at the direction of, the Trust to the Adviser, or collected or retained by the Investment Adviser in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. The Investment Adviser shall not release give, sell or disclose in any way transfer such Confidential Information to any person or entity, other Person than affiliates of the Investment Adviser except in connection with the performance of the Investment Adviser’s duties and responsibilities under this Agreement, except at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). The Investment Adviser represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to shareholders of the Trust. The Investment Adviser represents to the Trust that it has adopted a statement of its Representatives, who shall be bound privacy policies and practices as required by Regulation S-P and agrees to provide the Trust with a copy of that statement annually. The parties agree to comply with any and all regulations promulgated by the Commission or other applicable laws regarding the confidentiality of shareholder information. The provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to shall survive the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach termination of this Agreement , (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 3 contracts

Samples: Investment Advisory Agreement (Advisers Investment Trust), Investment Advisory Agreement (Advisers Investment Trust), Investment Advisory Agreement (Advisers Investment Trust)

Confidentiality. (a) From a)SEACOR and after the Distribution Date SEACOR Subsidiaries, each on the one hand, and SEACOR Marine and the SEACOR Marine Subsidiaries on the other hand, shall not use or permit the use of NiSource and Columbia shall hold keep, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold keep, confidential all information concerning the other Party in strict confidence their possession, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date their custody or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, under their control to the extent not addressed in a Transaction such information, (i) relates to or was acquired during the period up to the Effective Time, (ii) relates to any Ancillary Agreement, (iii) is obtained in the course of performing services for the other Party pursuant to any agreement contemplated hereby Ancillary Agreement or (iv) is based upon or is derived from information described in the preceding clauses (i), (ii) or (iii), and each Party shall not use such Confidential Information ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby without the prior written consent of the other) and shall not otherwise release or disclose such Confidential Information information to any other Person, except its Representatives such Party’s auditors, who attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be bound deemed to have satisfied its obligation to hold confidential any information concerning or owned by the provisions of other Party or such Party’s Group, if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 9.8 or similar confidentiality obligations 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that NiSource and Columbia and their respective Representatives may disclose the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable Law on the fourth anniversary of the Distribution Date (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial under any Ancillary Agreement or administrative process or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (a) that has been in the opinion public domain through no fault of the receiving party’s counsel such Party, (b) that has been later lawfully acquired from other sources by other requirements of Law such Party, provided that such source is not and was not bound by a confidentiality agreement, ( in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii c) the receiving party can show use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (d) that such information (A) has been published or has otherwise become available to the general public is immaterial and its disclosure is required as part of the public domain without breach conduct of this Agreement, (B) has been furnished or made known that Party’s business and would not reasonably be expected to be detrimental to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach interests of the Third Party’s obligations to a other Party or ( C e) was developed independently that the other Party has agreed in writing may be so used or disclosed.(b)If any Party, or any member of such Party’s Group, either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information furnished of the other Party (or made available any member of such Party’s Group) that is subject to the receiving party as contemplated under this Agreement (except, in the case confidentiality provisions of each of (A Section 4.4(a), (B) such Party shall notify the other Party prior to disclosing or providing such information and (C) shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided, however, that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know Person shall only disclose such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other portion of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is information as required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures provided.

Appears in 3 contracts

Samples: Distribution Agreement (SEACOR Marine Holdings Inc.), Distribution Agreement (SEACOR Marine Holdings Inc.), Distribution Agreement (Seacor Holdings Inc /New/)

Confidentiality. (a) From and after Each party shall keep confidential any non-public material or information with respect to the Distribution Date business operations, each of NiSource and Columbia shall hold financial conditions, and shall cause their respective Subsidiaries other aspects of the other parties which it is aware of, Affiliates and Representatives to hold or have access to, in strict confidence signing or performing this Agreement, with at least the same degree Note and the other Transaction Documents (including written or non-written information, the “Confidential Information”). Confidential Information shall not include any information that is (a) previously known on a non-confidential basis by the receiving party, (b) in the public domain through no fault of care that applies such receiving party, its Affiliates or its or its Affiliates’ officers, directors or employees, (c) received from a party other than the Company or the Company’s representatives or agents, so long as such party was not, to NiSource’s confidential and proprietary information pursuant to policies in effect as the knowledge of the Distribution Date receiving party, subject to a duty of confidentiality to the Company or such other procedures as may reasonably be adopted (d) developed independently by the receiving party after the Distribution Date, all Confidential Information without reference to confidential information of the disclosing party. No party or shall disclose such Confidential Information to any of its Affiliates obtained by such receiving party prior to third party. Any Party may use the Distribution Date Confidential Information only for the purpose of, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, and to the extent not addressed in a necessary for performing this Agreement and the other Transaction Agreement, any agreement contemplated hereby, Documents; and shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to for any other Person purposes. The parties hereby agree, except its Representatives, who shall be bound by for the provisions purpose of this Section 9.8 or similar confidentiality obligations; provided, however 5.03, that NiSource the existence and Columbia terms and their respective Representatives may disclose conditions of this Agreement and exhibits hereof shall be deemed as Confidential Information. (b) Notwithstanding any other provisions in this Section 5.03, if any party believes in good faith that any announcement or use such information if, and only notice must be prepared or published pursuant to the extent that, applicable Laws ( i including any rules or regulations of any securities exchange or valid legal process) a disclosure of such or information is compelled by judicial or administrative process or otherwise required to be disclosed to any Governmental Authority, such party may, in the opinion accordance with its understanding of the receiving party’s counsel applicable Laws, by other make the required disclosure in the manner it deems in compliance with the requirements of Law (in which case such party will provide applicable Laws; provided that the parties, to the extent reasonably practicable under permitted by applicable Law, will consult with each other before issuance, and provide each other the circumstances opportunity to review, advance written notice comment upon and concur with, and use all reasonable efforts to agree on any press release or public statement with respect to this Agreement or the other party of its intent to make such disclosure) or Transaction Documents and the transactions contemplated hereby and thereby, and will not ( ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing practicable) issue any such press release or make any such public statement prior to such consultation and agreement, use except as may be required by Law or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, any listing agreement with or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other requirement of the existence of such request NASDAQ or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the any other applicable party to furnish securities exchange, or cause to be furnished, only provided that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, to the extent permitted by applicable Law or any listing agreement with or requirement of the NASDAQ or any other applicable securities exchange and if reasonably practicable, inform the other party about the disclosure to be made pursuant to such requirements prior to the disclosure.(c) Each party may disclose the Confidential Information only to its Affiliates and its and its Affiliates’ officers, directors, employees, agents and representatives on a need-to-know basis in addition the performance of the Transaction Agreements; provided that, such party shall ensure such Persons strictly abide by the confidentiality obligations hereunder.(d) The confidentiality obligations of each party hereunder shall survive the termination of this Agreement. Each party shall continue to abide by the confidentiality clause hereof and perform the obligation of confidentiality it undertakes until the other party approves release of that obligation or until a breach of the confidentiality clause hereof will no longer result in any prejudice to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures party.

Appears in 2 contracts

Samples: Subscription Agreement (Kona Grill Inc), Subscription Agreement (Kona Grill Inc)

Confidentiality. (a) From and after the Distribution Date, each of NiSource Fortune Brands and Columbia H&S shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s Fortune Brands’ confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 11.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 11.8 or similar confidentiality obligations; provided, however, that NiSource Fortune Brands and Columbia H&S and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party party hereto or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law law) ; and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible . Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource Fortune Brands and Columbia H&S, respectively, shall be responsible for any breach of this Section 9.8 11.8 by any of its Representatives to whom it has disclosed Confidential Information. ( c b) Notwithstanding the provisions of this Section 9.8 11.8, each of NiSource Fortune Brands and Columbia H&S will be deemed to have satisfied its obligations under Section 9.8(a 11.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. ( d c) Each of NiSource Fortune Brands and Columbia H&S acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 11.8 and agrees that, notwithstanding Section 10.2 12.2 and Section 12.3, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 11.8 and to enforce specifically the terms and provisions of this Section 9.8 11.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 11.8 shall survive the Distribution Date indefinitely. ( e d) This Section 9.8 11.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 11.8 by reference. ( f e) Notwithstanding the limitations set forth in this Section 9.8 11.8, with respect to financial and other information related to the Columbia H&S Parties for the periods during which such Columbia H&S Parties were Subsidiaries of NiSource Fortune Brands, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law law, NiSource Fortune Brands shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures to the extent such information has customarily been included by Fortune Brands in such disclosures.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Fortune Brands Home & Security LLC), Separation and Distribution Agreement (Fortune Brands Inc)

Confidentiality. (a) From and after the Distribution Date, each of NiSource Kimberly-Clark and Columbia Neenah shall hold, and shall cause their respective Subsidiaries directors, Affiliates officers, employees, agents, consultants, advisors and Representatives other representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource Kimberly-Clark’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party applicable Party after the Distribution Date, all Confidential Information of non-public information concerning or belonging to the disclosing party other Party or any of its Subsidiaries or Affiliates obtained by such receiving party it prior to the Distribution Date, accessed by such receiving party it pursuant to Section 9.1 12.1, or furnished to such receiving party it by or on behalf of the disclosing party other Party or any of its Subsidiaries or Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, or any agreement or document contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement including, such Transaction Agreement or without limitation, any agreement contemplated hereby) trade secrets, technology, know-how and other non-public, proprietary intellectual property rights licensed pursuant to the Intellectual Property License Agreements and shall not release or disclose such Confidential Information information to any other Person, except its Representatives their representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations 12.7; provided, however, that NiSource Kimberly-Clark and Columbia Neenah and their respective Representatives directors, officers, employees, agents, consultants, advisors and other representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party such Party’s counsel, by other requirements of Law law (in which case such party the disclosing Party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party Party of its intent to make such disclosure ) ), or (ii) the receiving party such Party can show that such information (A) has been is published or has is or otherwise become becomes available to the general public as part of the public domain without breach of this Agreement , ; (B) has been furnished or made known to the receiving party recipient without any obligation to keep it confidential by a Third Party third party under circumstances that which are not known to the receiving party recipient to involve a breach of the Third Party third party’s obligations to a Party or hereto; (C) was developed independently of information furnished or made available to the receiving party as contemplated recipient under this Agreement Agreement; or ( except, D) in the case of each of (A) information furnished after the Distribution Date, (B) and (C), was not known to the extent that notwithstanding recipient at the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed time of their obligation to hold such information confidential the Distribution but became known to the same extent as is applicable recipient prior to the Parties and in respect time of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify receipt thereof from the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information Party. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia Party acknowledges that the disclosing party other Party would not have an adequate remedy at law for the breach by the receiving party acknowledging Party of any one or more of the covenants contained in this Section 9.8 12.7 and agrees that, notwithstanding Section 10.2 in the event of such breach, the disclosing party shall other Party may, in addition to the other remedies that may be available to it, be entitled apply to a court for an injunction to prevent actual or threatened breaches of this Section 9.8 12.7 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction Section. Notwithstanding anything to the contrary contained in this Agreement any other Section hereof, the provisions of this Section 9.8 12.7 shall survive the Distribution Date indefinitely . (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 2 contracts

Samples: Distribution Agreement (Neenah Paper Inc), Distribution Agreement (Neenah Paper Inc)

Confidentiality. (a) From No Party will itself use or disclose (and after no Party will permit the Distribution Date, each use or disclosure by any of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, its Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Representatives), directly or indirectly, any of the Material Contracts or information furnished thereunder, or this Contribution Agreement or information furnished hereunder, and will use all reasonable efforts to have all such information kept confidential (consistent with its own practices); provided that (i) any Party and its Affiliates obtained and Representatives may use, retain and disclose any such information to any Governmental Authority as is required to comply with Applicable Law, (ii) any Party and its Affiliates and Representatives may use, retain and disclose any such information that has been publicly disclosed (other than by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party Party or any Affiliate or Representative thereof in breach of its Affiliates pursuant to this Agreement or Section 6.7) or has come into the possession of such Party or any Affiliate or Representative thereof other than from another Party hereto or a Person acting on such other Party’s behalf and under circumstances not involving, to the extent not addressed in a Transaction Agreement best of the such Party’s knowledge, any agreement contemplated hereby breach of any confidentiality obligation, shall not use such Confidential Information ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby iii) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that that any Party or any Affiliate or Representative thereof may have received a subpoena or other written demand under color of legal right for such information, (i) a disclosure such Party or such Affiliate or Representative may disclose such information, but such Party shall first, unless prohibited by applicable law, as soon as practicable upon receipt of such demand, furnish a copy thereof to the other Parties and, if practicable so long as such Party shall not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other parties reasonable opportunity, at any other Party’s cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information is compelled by judicial required to be disclosed, shall cooperate with any reasonable efforts of the other Party to obtain a protective order or administrative process or other similar relief, shall keep the other Party informed of any material developments with respect to the compulsion or request for information, and shall disclose only so much of the information as, in the opinion of the receiving party’s its legal counsel, by is legally required, (iv) any Party and its Affiliates or Representatives may disclose to lenders, potential lenders or other requirements of Law (in which case such party will provide, Persons providing financing to the extent reasonably practicable under Company, MWCI or the circumstances Project Company or any member in the Company or the Project Company and potential purchasers of equity interests in the Company or other potential purchasers in connection with a Permitted Transfer, advance written notice if such Persons have agreed to abide by terms substantially similar to the other party obligations of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to this Section 6.7, and entered into a written agreement confirming the receiving party to involve a breach of same (which may be in the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except Existing Financing Credit Agreement, in the case of each of (A lenders to the Project Company), a copy of which must be provided to the Company, ( B v) any Party and its Affiliates or Representatives may disclose any such information, and make such filings, as may be required by this Contribution Agreement or the Material Contracts, (vi) any Party which is an insurance company or an Affiliate thereof may disclose such information to the National Association of Insurance Commissioners and any rating agency requiring access to its investment portfolio; (vii) any Party and its Affiliates or Representatives may disclose to SCPPA information required to be disclosed under the PPA, (viii) any Party and its Affiliates or Representatives may disclose Material Contracts to contractors for engineering, procurement and construction contracts, and ( C), ix) any Party and its Affiliates or Representatives may disclose to environmental consultants and other advisors information necessary for their scope of work and (x) NHC may make disclosures to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); needed to develop and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know operate any Expansion Projects if such Persons receiving such information have agreed to abide by terms substantially similar to the obligations of such Party under this Section 6.7. Notwithstanding anything herein to the contrary, a Party may disclose information to its Affiliates and Representatives in accordance with this Contribution Agreement if such Persons have agreed to abide by terms substantially similar to the obligations of such Party under this Section 6.7.(b) The foregoing obligations shall not apply to the tax treatment or tax structure of the transactions contemplated herein and each party hereto (and any Affiliate, Representative or advisor of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all other materials of any kind (including opinions or other tax analysis) that are informed of their obligation provided to hold any party hereto relating to such tax treatment and tax structure (all such information confidential that may be so disclosed hereunder is hereinafter referred to as the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations “Tax Information”). However, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Tax Information is required to be disclosed shall or shall cause kept confidential to the other extent necessary to comply with any applicable party securities laws. This Section 6.7 is intended to furnish prevent such an investment in the Company from being treated as a “reportable transaction” as a result of it being a transaction offered to a taxpayer under conditions of confidentiality within the meaning of Sections 6011, or cause to be furnished, only that portion 6111 and 6112 of the Confidential Information that is legally required to be disclosed Code (or any successor provision) and the Treasury Regulations thereunder and shall take commercially reasonable steps be construed in a manner consistent with such purpose.(c) The Parties acknowledge and agree that remedies at law may be inadequate to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any protect it against actual or threatened breach of this Section 9.8 Contribution Agreement by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes Party or its Affiliates or Representatives. Accordingly, the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges Parties agree that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall non-breaching Party shall be entitled, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual seek immediate injunctive relief from any breach or any threatened breaches breach of this Section 9.8 and to enforce specifically the terms and provisions any of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect 6.7 and to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant seek specific performance of their rights hereunder, as well as to any Transaction Agreement, except to other remedies available at law or in equity.(d) In the extent that such Transaction Agreement incorporates event of a conflict between the provisions terms of this Section 9.8 by reference. (f) Notwithstanding 6.7 and the limitations set forth in this Section 9.8, with respect to financial and terms of any other information Confidentiality Agreement between the Parties related to the Columbia transactions contemplated herein, the terms of this Section 6.7 shall prevail. The obligations of the Parties for under this Section 6.7 shall terminate on the periods during which such Columbia Parties were Subsidiaries earlier of NiSource (i) the Effective Date under the Company LLC Agreement and, in addition to fulfilling its periodic reporting obligations with thereafter, Section 12.12 of the SEC as required by applicable Law, NiSource Company LLC Agreement shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations apply and other similar disclosures (ii) the third anniversary of the termination of this Contribution Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (First Wind Holdings Inc.), Purchase Agreement (First Wind Holdings Inc.)

Confidentiality. ( a) From and after the Distribution Date a)Confidentiality. Except as otherwise provided in this Section 19.6, each Party agrees that it shall maintain all terms and conditions of NiSource and Columbia shall hold this Agreement, and shall cause their respective Subsidiaries all information disclosed to it by the other Party or obtained by it in the performance of this Agreement and relating to the other Party’s business (including Development Plans, Affiliates Fresh Water Facilities Plans, and Representatives all data relating to hold the production of Producer) (collectively, “Confidential Information”) in strict strictest confidence, with at least and that it shall not cause or permit disclosure of this Agreement or its existence or any provisions contained herein without the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as prior written consent of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Party. (b)Permitted Disclosures. Notwithstanding Section 19.6(a) disclosures of any Confidential Information of the disclosing party or any of its Affiliates obtained may be made by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, either Party (i) to the extent not addressed necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party or an Affiliate of a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a Governmental Authority exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third person in connection with a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by proposed sale or other transfer of a Party’s interest in this Agreement, provided such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information third person agrees in writing to any other Person, except its Representatives, who shall be bound by the terms of this Section 19.6; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate of such Party; (vii) to financial advisors, attorneys, and banks, provided that such Persons are subject to a confidentiality undertaking consistent with this Section 19.6(b), or (viii) in the case of Producer only, excluding any information disclosed to Producer by Antero Water pursuant to Article 3 of this Agreement, to a royalty, overriding royalty, net profits or similar owner burdening production from the Service Area Properties, provided such royalty, overriding royalty, net profits or similar owner agrees in writing to be bound by the terms of this Section 19.6. (c)Notification. If either Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 19.6(b)(ii) or (iii), it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available. (d)Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 19.6. (e)Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein permitted under this Section 19.6, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be made by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement. Nothing contained in this Section 19.6 shall be construed to require either Party to obtain approval of the other Party to disclose information with respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent such disclosure is required by Applicable Law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, or any other regulated stock exchange. (f)Survival. The provisions of this Section 9.8 19.6 shall survive any expiration or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach termination of this Agreement , (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances ; provided that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) than with respect to preserving the confidentiality of the other party’s Confidential Information information disclosed pursuant to Article 3, as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and which such provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely . , such provisions shall survive only a period of one ( e 1) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures year.

Appears in 2 contracts

Samples: Services Agreement (Antero Midstream Partners LP), Services Agreement (ANTERO RESOURCES Corp)

Confidentiality. (a 1) From For the duration of this Agreement and after for the Distribution Date time thereafter, each of NiSource the Contracting Parties shall keep confidential and Columbia shall hold protect against unauthorised access any information which they have been provided with by or which has become known to them in relation to the respectively other Contracting Party, and shall cause their respective Subsidiaries its affiliated companies, Affiliates and Representatives to hold its consultants or any third parties commissioned by it, in strict confidence, connection with at least the same degree co-operation. (2) Each Contracting Party shall impose its confidentiality obligations on all such persons or companies commissioned by it with the provision of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates services pursuant to this Agreement or, Agreement. The Contracting Parties shall be authorised to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information information to any other Person, except its Representatives, who shall be bound by companies affiliated with them within the provisions meaning of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion § 15 of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) Stock Corporation Act and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except service providers to the extent that such Transaction Agreement incorporates disclosure is an operational requirement and that the provisions recipients of this Section 9.8 by reference such information are also obliged to ensure strict confidentiality of such information. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource Each Contracting Party shall be permitted authorised to disclose such information to third parties, in particular to the public authorities, to the extent such disclosure is required due to existing law or a restraint of rulers. The other Contracting Party must be notified in writing prior to such disclosure; if such prior notification is not permitted by law, notification shall be submitted without delay upon removal of the cause of impediment. § 10 of the Stock Exchange Act shall remain unaffected. (3) Any information • which is accessible to the public and was already known to the receiving Contracting Party at the time of receipt or was published thereafter by the disclosing Contracting Party, or • which was developed by the receiving Contracting Party independently and of its earnings releases own accord, investor calls without knowing of or using any similar information of the other Contracting Party, rating agency presentations or • which was disclosed to the receiving Contracting Party by a third party which, to the best knowledge of the receiving Contracting Party, is authorised to such disclosure and other similar disclosures is not obliged to keep such information confidential, shall not be included in the obligation to confidentiality. Companies affiliated with DBAG according to § 15 of the Stock Corporation Act shall be exclusively authorised to collect, process and use the information (a) to the extent such affiliated companies are obliged to keep confidential such information, and (b) to the extent this is required for the performance of the Agreement, for purposes of analysis or for the improvement of the service quality or service portfolio or in order to inform the customer, and (c) to the extent such information consists of personal data, (i) that the companies to which such personal data is disclosed have their registered office in a Member State of the European Union or in another State which is contracting party to the Agreement on the European Economic Area, or that such companies guarantee the observance of an appropriate data protection level and (ii) that the data is kept confidential according to § 5 of the Federal Data Protection Act (Bundesdatenschutzgesetz). (4) The TOP Liquidity Provider consents to receiving by electronic mail advertisements of DBAG and of companies affiliated with Deutsche Börse AG according to § 15 of the Stock Corporation Act. Such consent may be withdrawn at any time and free of charge by sending a message to the following e-mail address: info@deutsche-boerse.com.

Appears in 2 contracts

Samples: www.deutsche-boerse-cash-market.com, www.deutsche-boerse-cash-market.com

Confidentiality. (a) From 17 7.1 Restriction on Use. Each Party shall treat as confidential all ------------------ Confidential Information of the other party and after shall use such Confidential Information only to the Distribution Date extent necessary to allow Licensee to provide Licensee Interactive Services and develop Content as contemplated under this Agreement. Neither party shall disclose any such Confidential Information to any third party except as may be reasonably required in connection with the use of Licensed Products or Documentation pursuant to this Agreement, and in all cases subject to the recipient entering into a written confidentiality agreement imposing obligations upon such third party that are at least as protective of such information as those set forth in this Agreement. Without limiting the foregoing, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives party agrees to hold, in strict confidence, with use at least the same degree of care that applies with respect to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of other which it uses to protect its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such own similarly valuable Confidential Information (except as contemplated by from unauthorized disclosure or use, but no less than a reasonable standard of care. 7.2 Termination of Obligations. The parties' obligations under this -------------------------- Section 7 shall survive any termination of this Agreement , such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations ; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, obligations shall terminate five ( i 5) a disclosure of years after such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply termination with respect to Confidential Information furnished to the receiving party regarding solely financial or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that marketing matters and (b) ten (10) years after such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, termination with respect to financial and all other information related to the Columbia Parties Confidential Information (except for the periods during Source Code for which such Columbia Parties were Subsidiaries of NiSource, in addition obligations shall continue so long as such Source Code is protected by the law applicable to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other trade secrets or similar disclosures legal principles).

Appears in 2 contracts

Samples: Agreement (America Online Latin America Inc), America Online Latin America Inc

Confidentiality. 4.1. Nondisclosure Obligations. For a period from the Effective Date to three ( a 3) From and years after the Distribution Date earlier of the expiration of the Royalty Term (or termination of this Agreement by Hesperix, each of NiSource and Columbia if Hesperix is the Disclosing Party), the Receiving Party shall hold, maintain as confidential and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree not make any public disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to Disclosing Party, without the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf advance written permission of the disclosing party or any of its Affiliates pursuant to this Agreement or Disclosing Party, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall which permission may be bound withheld by the provisions of this Section 9.8 or similar confidentiality obligations Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that NiSource and Columbia to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, its and their respective Representatives may disclose or use such information if officers, directors, employees, sublicensees, consultants, outside contractors, clinical investigators, and only to other Third Parties, on a need-to-know basis and on the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show condition that such information (A) has been published or has otherwise become available Persons agree to use the general public as part of the public domain without breach of Confidential Information only for purposes specifically authorized by this Agreement, (B) has been furnished or made known to the receiving party without any obligation Agreement and to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers confidential for the same time periods and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Receiving Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of keep the Confidential Information that is legally required to be disclosed confidential hereunder; and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats the Receiving Party may disclose Confidential Information to Governmental Authorities to the extent that such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials or hazards to develop or commercially market products, or as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) protect against loss the Receiving Party may disclose Confidential Information to its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals).4.2 Nondisclosure of the Agreement. Except as permitted by the other Sections of Article 4 or theft as otherwise required by Law, the Parties each agree not to disclose any terms or unauthorized access conditions of this Agreement to any Third Party without the prior written consent of the other Party, copying such consent not to be unreasonable conditioned, disclosure delayed, loss or withheld; provided that each Party shall be entitled to disclose the terms of this Agreement without such consent to (a) existing and potential investors or other financing sources on the condition that such Persons agree in writing to keep such terms confidential for the same time periods and to the same extent as such Party is required to keep such terms confidential, damage (b) to its attorneys, modification accountants and advisors who are bound by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals or use other third parties), and (c) any entity that is publically traded that may acquire all or substantially all of its own similar information the assets or equity interests of Hesperix, which may further disclose the terms of this Agreement or otherwise as may be required by the rules and regulations of the exchange in which it is listed.4.3 Press Releases. (d) Each No public announcement or press release containing the terms of NiSource this Agreement, except as otherwise required by Law shall be made or issued, directly or indirectly, by any Party without first obtaining the prior written approval of the other Parties. The Parties agree that any Party preparing any such press release shall provide the other Parties with a draft thereof reasonably in advance of disclosure so as to permit the other Parties to review and Columbia acknowledges comment on such press release prior to any dissemination of such release.4.4 Injunctive Relief. The Parties hereby acknowledge that a breach of their respective obligations in this Article 4 may cause irreparable harm and that the disclosing party would not have an adequate remedy or remedies at law for any such breach may be inadequate. The Parties hereby agree that, in the breach by the receiving party event of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall such breach, in addition to all other available remedies hereunder, the other remedies that may be available non-breaching Party shall have the right to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and obtain equitable relief to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Article 4.

Appears in 2 contracts

Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)

Confidentiality. (a) From and after After the Distribution Closing Date, each of NiSource and Columbia shall hold party shall, and shall cause their respective Subsidiaries its representatives, Affiliates and Representatives employees: (a) to hold, in strict confidence, with at least the same degree of care that applies treat and hold as confidential (and not to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date disclose or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information provide access to any other Person, except its Representatives, who shall be bound by the provisions Person to) any confidential information of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) disclosed in connection with this transaction or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach in performance of this Agreement, (B) has been furnished Agreement or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) Ancillary Agreements; and ( C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, b) in the event that any demand or request for disclosure of Confidential Information is made pursuant them becomes legally compelled to clause disclose any such information: (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall to provide the other party with prompt written notice of such requirement so that such other party or an Affiliate thereof may seek a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate remedy or waive compliance with this Section 7.3; (ii in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the or such other party whose Confidential Information is required waives compliance with this Section 7.3, to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, furnish only that portion of the Confidential Information that such information which is legally required to be disclosed provided and shall take commercially reasonable steps to ensure exercise its best efforts to obtain assurances that confidential treatment is will be accorded such information . (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards ; and (iii) protect against loss to the extent permitted by law, to promptly furnish (prior to, at, or theft as soon as practicable following such required disclosure) to the other party any and all copies (in whatever form or unauthorized access medium) of all such disclosed information; provided, copying however, that this sentence shall not apply to any information which, at the time of disclosure, loss is available publicly and was not disclosed in breach of this Agreement, damage or is subsequently disclosed to the public, modification or use of its own similar information to Seller or Buyer by a third party. (d) Each of NiSource party agrees and Columbia acknowledges that the disclosing party would not have an adequate remedy remedies at law for the any breach by the receiving party of any one or more of the covenants contained in its obligations under this Section 9.8 7.3 may be inadequate and agrees that, notwithstanding Section 10.2, the disclosing party shall, that in addition to thereto the other remedies that may be available to it, party (or its Affiliate) shall be entitled to an seek equitable relief, including injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource specific performance, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose event of any such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures breach.

Appears in 2 contracts

Samples: Durect Corp, Durect Corp

Confidentiality. (a) From All Confidential Information shall be held and after treated by the Distribution Date Parties and their agents in confidence, each of NiSource and Columbia shall hold used solely in connection with this Agreement, and shall cause their respective Subsidiaries not, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; hereinafter provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to be disclosed without the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible prior written consent. Notwithstanding the foregoing, in Confidential Information may be disclosed to a third party: (a) to the event extent necessary for the purpose of effectuating the supply, transmission and/or distribution of Energy or any other product or service to be delivered pursuant to this Agreement, (b) to regulatory authorities of competent jurisdiction, or as otherwise required by applicable law, regulation or order, provided that any demand or such disclosure must include a request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion confidential treatment of the Confidential Information Information, or in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding, provided that is legally required in the case of a disclosure pursuant to be disclosed and shall take commercially reasonable steps to ensure that the foregoing such disclosure must include a request for confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed the Confidential Information . , and (c) Notwithstanding the provisions of this Section 9.8 to third parties in connection with a merger, each of NiSource acquisition/disposition and Columbia will be deemed to financing transactions, or audit, provided that any such third party shall have satisfied its obligations under Section 9.8(a) signed a confidentiality agreement with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law containing customary terms and conditions that protect against the disclosure of the Confidential Information, that strictly limit the recipient’s use of such information only for the breach by the receiving party of any one or more purpose of the covenants contained in this Section 9.8 subject transaction and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other that provide for remedies that may be available to it, for non-compliance. The Parties shall be entitled to an injunction all remedies available at law or in equity to prevent actual enforce, or threatened breaches seek relief in connection with, this confidentiality obligation. [Remainder of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement Page Intentionally Left Blank] IN WITNESS WHEREOF, the provisions Parties have caused their duly authorized representatives to execute this Agreement on their behalf as of this Section 9.8 shall survive the Distribution Date indefinitely date first above written. MASSACHUSETTS ELECTRIC COMPANY Name ( e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures. print): Title: NANTUCKET ELECTRIC COMPANY

Appears in 2 contracts

Samples: Master Certificate Purchase Agreement, Purchase Agreement

Confidentiality. (a) From All information furnished by Prime to Summit or its representatives pursuant hereto shall be treated as the sole property of Prime and, if the Reorganization shall not occur, Summit and after its representatives shall return to Prime all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information, except that any such confidential information or notes or abstracts therefrom presented to the Distribution Date Board of Directors of Summit or any committee thereof for the purpose of considering this Agreement, each the Reorganization and the related transactions may be kept and maintained by Summit with other records of NiSource Board, and Columbia shall hold Board committee, meetings subject to a continuing obligation of confidentiality. Summit shall, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of use its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or reasonable best efforts, to the extent not addressed in a Transaction Agreement cause its representatives to, any agreement contemplated hereby keep confidential all such information, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release directly or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or indirectly use such information if, and only to for any purposes other than the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach performance of this Agreement , (B) has been furnished or made known to the receiving party without any . The obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to shall continue for five years from the same extent as date the proposed Reorganization is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand abandoned and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes apply to: (i) secure and maintain any information which (x) was legally in Summit's possession prior to the confidentiality disclosure thereof by Prime, (y) was then generally known to the public, or (z) was disclosed to Summit by a third party not bound by an obligation of its own similar information confidentiality; or (ii) protect its own similar information against anticipated threats disclosures made as required by law. It is further agreed that if, in the absence of a protective order or hazards; and (iii) protect against loss or theft or unauthorized access the receipt of a waiver hereunder, copying Summit is nonetheless, disclosure, loss, damage, modification or use in the written opinion of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that counsel, notwithstanding Section 10.2, the disclosing party shall, in addition compelled to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant disclose information concerning Prime to any Transaction Agreement tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, except Summit may disclose such information to such tribunal or governmental body or agency without liability hereunder and shall so notify Prime in advance to the extent that such Transaction Agreement incorporates the provisions practicable. This Section 5.08 shall survive any termination of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Agreement.

Appears in 2 contracts

Samples: Prime Bancorp Inc /Pa, Certificate of Incorporation (Summit Bancorp/Nj/)

Confidentiality. (a) From All information furnished by Summit to Prime or its representatives pursuant hereto shall be treated as the sole property of Summit and, if the Reorganization shall not occur, Prime and after its representatives shall return to Summit all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information, except that any such confidential information or notes or abstracts therefrom presented to the Distribution Date Board of Directors of Prime or any committee thereof for the purpose of considering this Agreement, each the Reorganization and the related transactions may be kept and maintained by Prime with other records of NiSource Board, and Columbia shall hold Board committee, meetings subject to a continuing obligation of confidentiality. Prime shall, and shall use its reasonable best efforts to cause their respective Subsidiaries its representatives to, Affiliates and Representatives to hold keep confidential all such information, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release directly or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or indirectly use such information if, and only to for any purposes other than the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach performance of this Agreement , (B) has been furnished or made known to the receiving party without any . The obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to shall continue for five years from the same extent as date the proposed Reorganization is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand abandoned and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes apply to: (i) secure and maintain any information which (x) was legally in Prime's possession prior to the confidentiality disclosure thereof by Summit, (y) was then generally known to the public, or (z) was disclosed to Prime by a third party not bound by an obligation of its own similar information confidentiality; or (ii) protect its own similar information against anticipated threats disclosures made as required by law. It is further agreed that if, in the absence of a protective order or hazards; and (iii) protect against loss or theft or unauthorized access the receipt of a waiver hereunder, copying Prime is nonetheless, disclosure, loss, damage, modification or use in the written opinion of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that outside counsel, notwithstanding Section 10.2, the disclosing party shall, in addition compelled to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant disclose information concerning Summit to any Transaction Agreement tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, except Prime may disclose such information to such tribunal or governmental body or agency without liability hereunder and shall so notify Summit in advance to the extent that such Transaction Agreement incorporates the provisions practicable. This Section 4.13 shall survive any termination of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Agreement.

Appears in 2 contracts

Samples: Prime Bancorp Inc /Pa, Certificate of Incorporation (Summit Bancorp/Nj/)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary All information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted furnished by the receiving party after the Distribution Date, all Confidential Information Parties in --------------- contemplation of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, or the Related Agreements shall be treated as the sole property of the Party providing such information. The Party receiving the information shall keep confidential all such information and shall not directly or indirectly use such information for any competing or other commercial purpose. The obligation to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall keep confidential and not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and information shall not release or disclose such Confidential Information apply to (a) any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, which (i) a the Party receiving the information was already in possession of prior to disclosure of such information is compelled thereof by judicial or administrative process or the Party furnishing the information, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become was then available to the general public as part of the public domain without breach of this Agreement public, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or ( C iii) was developed independently of information furnished or made became available to the public through no fault of the Party receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose information, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made (b) discloses pursuant to clause (i) above, each party hereto, as applicable, a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency and shall promptly notify cooperate with the other of the existence of such request or demand and shall provide the other Party in seeking a reasonable opportunity to seek an appropriate protective order or other remedy, appropriate remedy or action; provided that the Party which is subject to such legal requirement or order shall use its best efforts to give the parties hereto will cooperate in obtaining other Party at least ten (10) business days' notice thereof. In the event Each Party acknowledges and agrees that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall a breach of their respective obligations of this Section 10.2 would cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that irreparable harm for which there is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an no adequate remedy at law and that accordingly each is entitled to injunctive and other equitable relief for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, enforcement thereof in addition to the damages or any other remedies that may be relief available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures at law.

Appears in 2 contracts

Samples: Premiere Technologies Inc, Premiere Technologies Inc

Confidentiality. All non-public information, written or oral, provided by one Party ( a or its Affiliates) From to any other Party (or its Affiliates) under this Agreement, whether in connection with the defense of a claim or otherwise, shall be kept confidential by the receiving Party and after the Distribution Date, each of NiSource and Columbia shall hold its Affiliates, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date not be used or such other procedures as may reasonably be adopted disclosed by the receiving party after the Distribution Date, all Confidential Information of the disclosing party Party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, except to the extent not addressed required in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by connection with the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion performance of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except or as required by Law, in and then only after the case of each of (A), (B) and (C), to disclosing Party has provided the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply receiving Party with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate confidential treatment, a protective order or other remedy, which limitation on such disclosure. This provision shall survive the parties hereto will cooperate in obtaining. In the event that such appropriate protective order Closing or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach termination of this Section 9.8 Agreement by any of its Representatives to whom it has disclosed Confidential Information two (2) years. (c) Notwithstanding the The foregoing provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, 6.4 are in addition to those in the other remedies that may be available to it Agreement for Mutual Use and Nondisclosure of Proprietary Information, be entitled to an injunction to prevent actual or threatened breaches effective as of this Section 9.8 September 23, 2014, by and to enforce specifically the terms between Sprint Spectrum L.P. and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Shentel.

Appears in 2 contracts

Samples: Master Agreement (Shenandoah Telecommunications Co/Va/), Master Agreement (Shenandoah Telecommunications Co/Va/)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s Any confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates GSK pursuant to this Agreement or or any Schedule which is labeled or otherwise identified as confidential or proprietary shall be treated as confidential and shall not be disclosed to a third party without the prior written consent of the Company and shall not be used by GSK for any purpose other than monitoring GSK’s investment in the Company, except that GSK may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent not addressed necessary to obtain their services in a Transaction Agreement connection with monitoring its investment in the Company, (ii) to its affiliates, officers, directors, shareholders, members and/or partners in the ordinary course of business or pursuant to disclosure obligation to affiliates, shareholders, members and/or partners; provided that such information is provided to such persons and entities with notice that such information is confidential and should be treated as such, (iii) to any agreement contemplated hereby prospective purchaser of GSK’s shares of the Company, provided (in the case of disclosure in clause (iii)) the recipient agrees to keep such information confidential and to use such information solely for evaluation of such proposed purchase, or (iv) as may otherwise be required by law. Notwithstanding the foregoing, such information shall not use such Confidential Information (except as contemplated by be deemed confidential for the purpose of enforcement of this Agreement, such Transaction Agreement or any agreement contemplated hereby) and said information shall not release or disclose such Confidential Information to any other Person, except its Representatives, who be deemed confidential after it becomes publicly known through no fault of the recipient. The provisions of this Section 6.12 shall be bound in addition to, and not in substitution for, the provisions of any separate confidentiality agreements executed by the parties hereto; provided that if there is any conflict between the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource 6.12 and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure more restrictive provisions of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the separate confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement agreements, the provisions of this Section 9.8 such separate confidentiality agreements shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures prevail.

Appears in 2 contracts

Samples: Employee Stock Purchase Plan (Theravance Biopharma, Inc.), Share Purchase Agreement (Theravance Biopharma, Inc.)

Confidentiality. Buyer and Seller reaffirm that they are bound by terms and conditions of that Confidentiality Agreement dated April 19, 2005, between Buyer and Moark, LLC, ( a) From the “Confidentiality Agreement”), and after in furtherance of the Distribution Date agreement, each the Buyer and Seller shall keep confidential all information obtained by it with respect to the other in connection with this Agreement and the negotiations preceding this Agreement, the terms and conditions of NiSource this Agreement and Columbia shall hold any Ancillary Agreement, and shall cause their respective Subsidiaries use the information solely in connection with the Contemplated Transactions, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted otherwise contemplated by the receiving party after Confidentiality Agreement. If the Distribution Date Contemplated Transactions are not consummated, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, each Party shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice return to the other party of its intent to make such disclosure) upon request, without retaining the information in electronic, paper or (ii) any other form, any schedules, documents, or other written information obtained from the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under other in connection with this Agreement (except, in and the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible Contemplated Transactions. Notwithstanding the foregoing, in the event that no Party shall be required to keep confidential or return any demand or request for disclosure of Confidential Information is made pursuant to clause information that: ( i 1) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall by Law, pursuant to an order or shall cause request of a judicial authority or Governmental Authority having competent jurisdiction, or pursuant to the rules and regulations of any national stock exchange applicable to the disclosing party (provided the party seeking to disclose the information provides the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that with reasonable prior written notice); (2) is legally required to be disclosed and shall take commercially reasonable steps by the Seller in connection with obtaining the release of an encumbrance; or (3) can be shown to ensure that confidential treatment is accorded such information. (b) Each have been generally available to the public other than as a result of NiSource and Columbia, respectively, shall be responsible for any a breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures 7.5.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Land O Lakes Inc), Asset Purchase and Sale Agreement (Golden Oval Eggs LLC)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Buyer shall hold, and shall cause their its respective Subsidiaries officers, Affiliates directors, employees, representatives, consultants and advisors (each, a "Representative"), to hold, and Fort James shall hold, and shall cause its respective Representatives and the Representatives of any Person within the FJ Group to hold, in strict confidence, with at least the same degree of care that applies unless compelled to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, or by other requirements of Law (in which case law, all documents and information obtained by such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia parties, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed in connection with the transactions contemplated hereby or otherwise obtained hereunder ("Confidential Information . (c) Notwithstanding the provisions of this Section 9.8 ," which term shall, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) after Closing, with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure Fort James' obligations hereunder, include documents and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition relating to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e Assets) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates Confidential Information has been or has become (a) generally available to the provisions public other than as a result of this Section 9.8 disclosure by reference any party hereunder or a Representative of a party hereunder if such source is not bound by a confidentiality agreement prohibiting such disclosure or is not entitled to the protection offered hereby, (b) available to the public on a nonconfidential basis from a source other than a Representative of a party entitled to the protection offered hereby, or (c) known to the party receiving such Confidential Information before the date of disclosure of such Confidential Information to such party. (f) Notwithstanding Nothing herein shall preclude a party or a Representative of a party receiving Confidential Information from using and/or disclosing information rightfully received from a third party to the limitations set forth extent rightfully permitted by the third party. Nothing contained in this Section 9.8 7.6 shall preclude the disclosure of Confidential Information, with respect on the condition that it remains confidential, to auditors, attorneys, lenders, financial advisors and other information related to consultants and advisors in connection with the Columbia Parties performance of their duties in preparation for the periods during which such Columbia Parties were Subsidiaries consummation of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource transactions contemplated hereby nor shall be permitted to disclose such it prevent Buyer's disclosure after Closing of any document or information in its earnings releases, investor calls, rating agency presentations and other similar disclosures constituting an Asset.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fort James Corp), Acx Technologies Inc

Confidentiality. During the Term and for five ( a 5) From and years after the Distribution Date expiration or termination of this Agreement, each Party shall maintain Confidential Information (as defined in Section 11.2 of NiSource and Columbia shall hold the Collaboration Agreement) provided by the other Party in confidence, and shall cause their respective Subsidiaries not disclose, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date divulge or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose otherwise communicate such Confidential Information to any other Person others, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, it for any purpose other than as permitted under this Agreement and only the Collaboration Agreement. The receiving Party shall have the right to disclose Confidential Information received from the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, Party to governmental agencies to the extent reasonably practicable under the circumstances, advance written notice required or desirable to the other party secure Approval for marketing of its intent to make such disclosure) or Products ( ii) provided that the receiving party can show that such information (A) has been published or has otherwise become available Party shall use reasonable efforts to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it secure confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A treatment thereof), (B) and (C), to preclinical and clinical investigators where reasonably necessary or desirable for their information to the extent that notwithstanding normal and usual in the foregoing, custom of the trade and under a confidentiality agreement with provisions governing confidentiality and non-use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to substantially the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants those contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures herein.

Appears in 2 contracts

Samples: Osi Pharmaceuticals Inc, Eyetech Pharmaceuticals Inc

Confidentiality. During the Term of this Agreement and for a period of five ( a 5) From and after years following the Distribution Date expiration or earlier termination hereof, each of NiSource and Columbia Party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, maintain in strict confidence, with at least confidence the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby other Party, shall not use or grant the use of the Confidential Information of the other Party except as expressly permitted hereby, and shall not disclose the Confidential Information of the other Party (in each case, irrespective of whether such Confidential Information is also the Confidential Information of the receiving Party), except ( except as i) on a need-to-know basis to such Party’s directors, officers and employees, (ii) to such Party’s consultants performing work contemplated by the Agreement, and to any bona fide subcontractor performing work for such Party hereunder, or (iii) to the extent such disclosure is reasonably necessary in connection with such Party’s activities under rights and licenses expressly authorized by this Agreement (including the permitted Sublicensees). To the extent that disclosure to any person is authorized by this Agreement, such Transaction Agreement or any prior to disclosure, a Party shall obtain written agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, person to hold in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are confidence and not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing disclose, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, grant the use of the Confidential Information to their respective auditors, attorneys, financial advisors, bankers and of the other appropriate Representatives who have a need to know such information and are informed Party except as expressly permitted under this Agreement. Each Party shall notify the other Party promptly upon discovery of their obligation to hold such information confidential to any unauthorized use or disclosure of the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible other Party’s Confidential Information. Notwithstanding the foregoing, the exceptions set forth in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i ) above ), each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access above shall apply to disclosure by Sunesis of Confidential Information of Biogen Idec that is specifically related to the Collaboration Target (including without limitation { * } that are Confidential Information of such other Party) solely to the extent such disclosure is necessary for Sunesis and its employees, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource consultants and Columbia acknowledges that subcontractors to perform the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more obligations of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2 Parties hereunder. In addition, the disclosing party shall exceptions set forth in (i), in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 (ii) and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. ( e iii) This Section 9.8 above shall not apply with respect to disclosure by Biogen Idec of Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent of Sunesis that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information is specifically related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures a Sunesis Target.

Appears in 2 contracts

Samples: Collaboration Agreement (Sunesis Pharmaceuticals Inc), Collaboration Agreement (Sunesis Pharmaceuticals Inc)

Confidentiality. During the Term of this Agreement and for a period of five ( a 5) From and after years following the Distribution Date expiration or earlier termination hereof, each of NiSource and Columbia Party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, maintain in strict confidence, with at least confidence the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby other Party, shall not use or grant the use of the Confidential Information of the other Party except as expressly permitted hereby, and shall not disclose the Confidential Information of the other Party (in each case, irrespective of whether such Confidential Information is also the Confidential Information of the receiving Party), except ( except as i) on a need-to-know basis to such Party’s directors, officers and employees, (ii) to such Party’s consultants performing work contemplated by the Agreement, and to any bona fide subcontractor performing work for such Party hereunder, or (iii) to the extent such disclosure is reasonably necessary in connection with such Party’s activities under rights and licenses expressly authorized by this Agreement (including the permitted sublicensees). To the extent that disclosure to any person is authorized by this Agreement, such Transaction Agreement or any prior to disclosure, a Party shall obtain written agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, person to hold in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are confidence and not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing disclose, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, grant the use of the Confidential Information to their respective auditors, attorneys, financial advisors, bankers and of the other appropriate Representatives who have a need to know such information and are informed Party except as expressly permitted under this Agreement. Each Party shall notify the other Party promptly upon discovery of their obligation to hold such information confidential to any unauthorized use or disclosure of the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible other Party’s Confidential Information. Notwithstanding the foregoing, the exceptions set forth in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i ) above ), each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss above shall apply to disclosure by Sunesis of Confidential Information of Biogen Idec that is specifically related to an Other Biogen Idec Target or theft or unauthorized access a Collaboration Target (including without limitation the identity of such Targets and any SAR data for such Targets that are Confidential Information of such other Party) solely to the extent such disclosure is necessary for Sunesis and its employees, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource consultants and Columbia acknowledges that subcontractors to perform the disclosing party would not have an adequate remedy at law for the breach Research Program as contemplated by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2 Research Plan. In addition, the disclosing party shall exceptions set forth in (i), in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 (ii) and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. ( e iii) This Section 9.8 above shall not apply with respect to disclosure by Biogen Idec of Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent of Sunesis that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information is specifically related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures a Sunesis Target.

Appears in 2 contracts

Samples: Collaboration Agreement (Sunesis Pharmaceuticals Inc), Collaboration Agreement (Sunesis Pharmaceuticals Inc)

Confidentiality. During the Term of this Agreement and for a period of five ( a 5) From and after years following the Distribution Date expiration or earlier termination hereof, each of NiSource and Columbia Party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, maintain in strict confidence, with at least confidence the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby other Party, shall not use or grant the use of the Confidential Information of the other Party except as expressly permitted hereby, and shall not disclose the Confidential Information of the other Party (in each case, irrespective of whether such Confidential Information is also the Confidential Information of the receiving Party), except ( except as i) on a need-to-know basis to such Party’s directors, officers and employees, (ii) to such Party’s consultants performing work contemplated by the Agreement, and to any bona fide subcontractor performing work for such Party hereunder, or (iii) to the extent such disclosure is reasonably necessary in connection with such Party’s activities under rights and licenses expressly authorized by this Agreement (including the permitted sublicensees). To the extent that disclosure to any person is authorized by this Agreement, such Transaction Agreement or any prior to disclosure, a Party shall obtain written agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, person to hold in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are confidence and not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing disclose, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, grant the use of the Confidential Information to their respective auditors, attorneys, financial advisors, bankers and of the other appropriate Representatives who have a need to know such information and are informed Party except as expressly permitted under this Agreement. Each Party shall notify the other Party promptly upon discovery of their obligation to hold such information confidential to any unauthorized use or disclosure of the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible other Party’s Confidential Information. Notwithstanding the foregoing, the exceptions set forth in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i ) above ), each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access above shall apply to disclosure by Sunesis of Confidential Information of Biogen Idec that is specifically related to the Collaboration Target (including without limitation { * } that are Confidential Information of such other Party) solely to the extent such disclosure is necessary for Sunesis and its employees, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource consultants and Columbia acknowledges that subcontractors to perform the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more obligations of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2 Parties hereunder. In addition, the disclosing party shall exceptions set forth in (i), in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 (ii) and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. ( e iii) This Section 9.8 above shall not apply with respect to disclosure by Biogen Idec of Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent of Sunesis that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information is specifically related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures a Sunesis Target.

Appears in 2 contracts

Samples: Collaboration Agreement (Sunesis Pharmaceuticals Inc), Collaboration Agreement (Sunesis Pharmaceuticals Inc)

Confidentiality. (a) From and after During the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as course of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by Parties’ performance under this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such a Party may receive Confidential Information to any other Person Information, except its Representatives as defined in Section 1500 of NERC’s Rules of Procedure. Except as set forth herein, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation Parties agree to keep it confidential by a Third Party under circumstances that are in confidence and not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except copy, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, distribute any Confidential Information to their respective auditors or any part thereof, attorneys without the prior written permission of the issuing Party, financial advisors unless disclosure is required by subpoena, bankers and law, or other appropriate Representatives who have directive of a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations court, the applicable Party will be responsible. Notwithstanding the foregoing administrative agency, or arbitration panel, in which event the event recipient hereby agrees to provide the Party that any demand or request for disclosure of provided the Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence with prompt notice of such request or demand and shall provide the other a reasonable opportunity requirement in order to enable such issuing Party to (a) seek an appropriate protective order or other remedy, which (b) consult with the parties hereto will cooperate recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in obtaining whole or in part, with the terms of this Section. In the event that such appropriate a protective order or other remedy is not obtained obtained or the issuing Party waives compliance with the provisions, the party whose Confidential Information is required recipient agrees to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, furnish only that portion of the Confidential Information that which the recipient’s counsel advises is legally required and to be disclosed and shall take commercially reasonable steps exercise best efforts to ensure obtain assurance that confidential treatment is will be accorded to such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 In addition, each of NiSource Party shall ensure that its officers, trustees, directors, employees, subcontractors and Columbia will be deemed subcontractors’ employees, and agents to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s whom Confidential Information is exposed are under obligations of confidentiality that are at least as long restrictive as it takes the same degree of care that it takes to: (i) secure those contained herein. This confidentiality provision does not prohibit reporting and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access disclosure as directed by NERC, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations as set forth in Section 6 of this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Agreement.

Appears in 2 contracts

Samples: Delegation Agreement, Delegation Agreement

Confidentiality. During the term of this Agreement and for a period of ten ( a 10) From and after the Distribution Date years following its termination, each of NiSource and Columbia party shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, maintain in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, confidence all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations other; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such nothing contained herein shall prevent either party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without from disclosing any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), Confidential Information to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, such Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause ( i a) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause in connection with conducting the other applicable party to furnish CliniChem Programs, securing necessary governmental authorization for the marketing of CliniChem Products, or cause to be furnished directly or indirectly making, only that portion of using or selling CliniChem Products, as permitted or provided for in the Confidential Information that agreements between the parties, (b) is legally required to be disclosed and shall take commercially reasonable steps by law for the purpose of complying with governmental regulations, (c) is disclosed to ensure that confidential treatment sublicensees, distributors or marketing partners or potential sublicensees, distributors or marketing partners permitted under the agreements between the parties in connection with the proposed or actual research, development, manufacturing or marketing of CliniChem Products, subject to similar obligations of confidentiality on the part of such third parties as required by the agreements between the parties, (d) is accorded lawfully disclosed to the recipient by a third party having the right to disclose such information. information to the recipient, or ( b e) Each either before or after the time of NiSource and Columbia disclosure to the recipient, respectively becomes known to the public other than by an unauthorized act or omission of the recipient or any of the recipient's employees or agents; provided that, any permitted disclosure of BioChem Confidential Information to third parties shall be responsible made subject to similar obligations of confidentiality on the part of such third parties. The obligations of each of the parties pursuant to this Section 4.1 shall survive the termination of this Agreement for any reason. Any breach of this Section 9.8 by any 4.1 may result in irreparable harm, and in the event of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2 a breach, the disclosing aggrieved party shall, shall be entitled to seek injunctive relief (without the need to post a bond) in addition to the any other remedies that may be available to it, be entitled to an injunction to prevent actual at law or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures equity.

Appears in 2 contracts

Samples: Clinichem Development Inc, Biochem Pharma Inc

Confidentiality. During the term of this Agreement and for a period of ten ( a 10) From and after the Distribution Date years following its termination, each of NiSource party shall maintain in confidence all Proprietary Rights and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all any Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations other; provided, however, that NiSource and Columbia and their respective Representatives may disclose nothing contained herein shall prevent either party from disclosing any Proprietary Rights or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), Confidential Information to the extent that notwithstanding the foregoing, use such Proprietary Rights or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and (a) are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause in connection with conducting the other applicable party to furnish CliniChem Programs, securing necessary governmental authorization for the marketing of CliniChem Products, or cause to be furnished directly or indirectly making, only that portion of using or selling CliniChem Products, as permitted or provided for in the Confidential Information that is legally agreements between the parties, (b) are required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each by law for the purpose of NiSource and Columbia complying with governmental regulations, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding are disclosed to sublicensees, distributors or marketing partners or potential sublicensees, distributors or marketing partners permitted under the agreements between the parties in connection with the proposed or actual research, development, manufacturing or marketing of CliniChem Products, subject to similar obligations of confidentiality on the part of such third parties as required by the agreements between the parties, (d) are lawfully disclosed to the recipient by a third party having the right to disclose such information to the recipient, or (e) either before or after the time of disclosure to the recipient, become known to the public other than by an unauthorized act or omission of the recipient or any of the recipient's employees or agents; provided further that, CliniChem may disclose BioChem Proprietary Rights or Confidential Information to third parties only in accordance with the provisions of this Section 9.8, 7.3 and Section 8.1 hereof and in accordance with the provisions of the Technology License Agreement. The obligations of each of NiSource and Columbia will be deemed the parties pursuant to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 7.3 shall survive the termination of this Agreement for any reason. Any breach of this Section 7.3 may result in irreparable harm, and agrees that, notwithstanding Section 10.2 in the event of a breach, the disclosing aggrieved party shall, shall be entitled to seek injunctive relief (without the need to post a bond) in addition to the any other remedies that may be available to it, be entitled to an injunction to prevent actual at law or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures equity.

Appears in 2 contracts

Samples: Clinichem Development Inc, Biochem Pharma Inc

Confidentiality. (a) From and after Each Party acknowledges that Confidential Information may be disclosed to the Distribution Date other Party during the course of this Agreement. Each Party agrees that it will take reasonable steps, each at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of NiSource and Columbia shall hold this Agreement, and shall cause their respective Subsidiaries for a period of seven years following expiration or termination of this Agreement, Affiliates and Representatives to hold, in strict confidence, with at least prevent the same degree duplication or disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date other Party, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party other than by or on behalf of the disclosing party to its employees or any of its Affiliates pursuant agents who must have access to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives perform such Party's obligations hereunder, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure agree to comply with such obligations, the applicable Party will be responsible this section. Notwithstanding the foregoing, either Party may disclose information containing Confidential Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order. In such event, the disclosing Party will provide at least five (5) business days prior written notice of such proposed disclosure to the other Party. Further, in the event that such disclosure is required of either Party under the laws, rules or regulations of the Securities and Exchange Commission or any demand or request for disclosure of Confidential Information is made pursuant to clause other applicable governing body, such Party will (i) above redact payment provisions (and such other provisions as the Parties may mutually agree) of this Agreement to the fullest extent permitted under applicable laws, each party hereto, as applicable, shall promptly notify the other of the existence of rules and regulations and (ii) submit a request to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event governing body that such appropriate protective order or portions and other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 Agreement receive confidential treatment under the laws, each of NiSource rules and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality regulations of the other party’s Confidential Information as long as it takes Securities and Exchange Commission or otherwise be held in the same degree of care that it takes to: (i) secure and maintain strictest confidence to the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats fullest extent permitted under the laws, rules or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party regulations of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures governing body.

Appears in 2 contracts

Samples: Ashford Com Inc, Ashford Com Inc

Confidentiality. (a) From and after Each Party acknowledges that Confidential Information may be disclosed to the Distribution Date other Party during the course of this Agreement. Each Party agrees that it will take reasonable steps, each at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of NiSource and Columbia shall hold this Agreement, and shall cause their respective Subsidiaries for a period of three years following expiration or termination of this Agreement, Affiliates and Representatives to hold, in strict confidence, with at least prevent the same degree disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party other Party, other than to its employees, or any of to its Affiliates obtained by such receiving party prior other agents who must have access to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, for such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information Party to any other Person, except perform its Representatives obligations hereunder, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided will each --------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure AS AMENDED. 27 CONFIDENTIAL 28 agree to comply with such obligations, the applicable Party will be responsible this section. Notwithstanding the foregoing, either Party may issue a press release or other disclosure containing Confidential Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order. In such event, the disclosing Party will provide at least five (5) business days prior written notice of such proposed disclosure to the other Party. Further, in the event that such disclosure is required of either Party under the laws, rules or regulations of the Securities and Exchange Commission or any demand or request for disclosure of Confidential Information is made pursuant to clause other applicable governing body, such Party will (i) above redact mutually agreed-upon portions of this Agreement to the fullest extent permitted under applicable laws, each party hereto, as applicable, shall promptly notify the other of the existence of rules and regulations and (ii) submit a request to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event governing body that such appropriate protective order or portions and other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8 Agreement receive confidential treatment under the laws, each of NiSource rules and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality regulations of the other party’s Confidential Information as long as it takes Securities and Exchange Commission or otherwise be held in the same degree of care that it takes to: (i) secure and maintain strictest confidence to the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats fullest extent permitted under the laws, rules or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party regulations of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures governing body.

Appears in 2 contracts

Samples: Tenant Agreement (Knot Inc), Tenant Agreement (Knot Inc)

Confidentiality. Each Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) From to its and after its Affiliates’ directors, officers and employees, including accountants, legal counsel and other advisors (it being understood that the Distribution Date Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), each (b) to the extent requested by any regulatory authority, including in the case of NiSource BP the federally appointed monitor and Columbia his staff, (c) to the extent required by applicable laws, rules or regulations, including those with respect to securities laws (including any rules or regulations promulgated by a registered securities exchange), or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or any other Transaction Document or any suit, action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or any other Transaction Document or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to IDT and its obligations, (f) with the consent of the other Party or (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to such Party, on a non-confidential basis from a source other than the other Party. For the purposes of this Section, “Information” means all information received from one Party relating to such Party or its business; provided, that all reports and information required to be delivered to a Party hereunder or any other Transaction Document shall hold be deemed to be Information without further action. Confidential Information does not include any information which (a) was know to the receiving Party prior to the date of its disclosure pursuant to this Agreement and to which there is no existing obligation of confidentiality, and (b) is or becomes generally available to the public other than through the act or omission of the receiving Party or its Representatives, (c) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing Party Table of ContentsCONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*) or its Representatives, provided that such source is not bound by a confidentiality agreement with the disclosing party or its Representatives or otherwise prohibited from transmitting such confidential Information to the receiving party or the receiving party’s Representatives by a contractual, legal or fiduciary obligation, or (d) is independently developed by the receiving Party or any of its Affiliates without the use of or reliance upon the confidential Information. Any Person required to maintain the confidentiality of Information as provided in this Section shall cause their respective Subsidiaries, Affiliates and Representatives be considered to hold, in strict confidence, have complied with at least its obligation to do so if such Person has exercised the same degree of care that applies to NiSource’s maintain the confidentiality of such Information as such Person would accord to its own confidential and proprietary information pursuant information. No party shall disclose to policies in effect as of the Distribution Date or such any other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing third party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party issue a press release or any other form of its Affiliates pursuant public information involving the other Party without the other Party’s prior approval and written consent except, following a reasonable opportunity by BP to this Agreement or comment, to the extent not addressed in required by applicable laws, rules or regulations, including those with respect to securities laws (including any rules or regulations promulgated by a Transaction Agreement registered securities exchange). The Parties acknowledge information provided by IDT or its Affiliates and BP and its Affiliates, any agreement contemplated hereby including without limitation consumer information, as confidential and proprietary to IDT or BP and its Affiliates. The Parties will limit access to such information to members of its trade control, regulatory, compliance, risk management, credit and legal departments. BP front office personnel shall not use such be limited on a need-to-know basis only. The BP Parties shall comply with applicable federal and state law with regard to consumer information with respect to Customers provided by IDT or its Affiliates to BP or BPCNA. The Confidential Information shall remain the property of the disclosing Party, and the disclosing Party may demand the return thereof at any time, upon giving thirty ( except 30) days prior written notice to the receiving Party. Upon receipt of such notice, the receiving Party shall return all of the Confidential Information and all copies in its possession to the disclosing Party as contemplated by this Agreement soon as is reasonably practical, such Transaction Agreement or any agreement contemplated hereby but in no event shall the receiving Party have fewer than thirty (30) and shall not release or disclose days to return such Confidential Information to the disclosing Party. In the event that the receiving Party has destroyed any other Person copies, except its Representatives, who such receiving Party shall be bound by confirm the provisions destruction of this Section 9.8 or similar confidentiality obligations; provided, however, such copies in the letter accompanying the return of the documents and copies that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to were not destroyed. Notwithstanding the extent that foregoing, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel Party shall not be obligated to return or destroy any documents created by it that may reflect or refer to Confidential Information, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show Party may create .and retain an abstract describing the type of Confidential Information that such information (A) has been published or has otherwise become available it receives sufficient to document the general public as part nature and scope of the public domain without breach of Parties’ discussions under this Agreement, ( B iii) has been furnished the receiving Party shall not be obligated to return or made known destroy any Confidential Information that the receiving Party is retaining pursuant to a document retention hold established in connection with any civil or criminal Table of ContentsCONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*) investigations or litigation, in which event the Confidential Information shall be retained by the receiving Party until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a disclosing Party or (C) was developed independently of information furnished or made available to the receiving party destroyed as contemplated under this Agreement (except aforesaid, in the case of each of (A), (B) and ( C), iv) to the extent that notwithstanding receiving Party’s computer back-up procedures create copies of the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations Information, the applicable receiving Party may retain such copies in its archival or back-up computer storage for the period the receiving Party normally archives backed-up computer records. Any such documents or abstract so created will be responsible. Notwithstanding the foregoing, in the event that any demand retained subject to this Agreement until they are destroyed or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining erased. In the event that such appropriate protective order of any breach or other remedy is not obtained threatened breach by a Party of the terms of this Section 19.13, the party whose other Party shall be entitled to seek injunctive and other equitable relief and the Party shall not plead in defense thereto that there would be an adequate remedy at law. Such remedy shall be cumulative and in addition to all other remedies available. The Parties acknowledge that the Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only valuable and unique and that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any disclosure in breach of this Section 9.8 by any of its Representatives 19.13 may result in irreparable injury to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Party.

Appears in 2 contracts

Samples: Preferred Supplier Agreement (Idt Corp), Preferred Supplier Agreement (Idt Corp)

Confidentiality. (a) From Each Party and after its Affiliates shall keep all information provided by one Party to the Distribution Date other, each of NiSource including this Agreement and Columbia shall hold the Related Coke Purchase Agreement, and shall cause their respective Subsidiaries, Affiliates the terms thereof (including pricing under this Agreement and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s Related Coke Purchase Agreement) strictly confidential and proprietary will not disclose any such information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations third party; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure Haverhill may disclose this Agreement to prospective investors in, and Lenders to, Haverhill subject to AK’s approval of terms and conditions in respect of the confidentiality of such disclosure, which approval shall not be unreasonably withheld, conditioned or delayed by AK; (ii) if either Party becomes legally required (by oral questions, interrogatories, request for information is compelled or documents, orders issued by judicial any Governmental Authority, or administrative process or any other process) to disclose such information, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party Party will provide, to the extent reasonably practicable under the circumstances, advance written give prior notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part Party of the public domain without breach of this Agreement, (B) has been furnished or made known requirement and the terms thereof and shall cooperate with the other Party to minimize the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach disclosure of the Third Party’s obligations to information, seek a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other appropriate remedy, which the parties hereto will cooperate in obtaining. In the event that and if such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, then such Party will furnish only that portion of the Confidential Information such information that it is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards furnish; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource either Party may disclose this Agreement and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except hereof to the extent that such Transaction Agreement incorporates disclosure is required under the provisions Securities Act of 1933, the Securities Exchange Act of 1934 or the rules and regulations promulgated thereunder, or by the rules of any applicable securities exchange. Notwithstanding the foregoing, this Section 9.8 10.7 shall not apply to such information that was previously known by reference. the Party receiving such information without obligation of confidentiality, in the public domain ( f either prior to or after the furnishing of such documents or information hereunder) Notwithstanding the limitations set forth in this Section 9.8 through no fault of such receiving Party, with respect to financial and other information related or later acquired by such receiving Party, without obligation of confidentiality, from another source not having an obligation of confidentiality to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures disclosing Party.

Appears in 2 contracts

Samples: Sales Agreement (SunCoke Energy Partners, L.P.), Sales Agreement (SunCoke Energy Partners, L.P.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care Each Party hereto agrees that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided Agreement, however all understandings, that NiSource agreements and Columbia other arrangements between and their respective Representatives may disclose or use such information if among the parties, and only all other non-public information received from or otherwise relating to, the Company and the Company Assets shall be confidential, and shall not be disclosed or otherwise released to any other Person (other than another party hereto) without the written consent of the Managing Member. The obligations of the parties hereunder shall not apply to: (a) the extent that that the disclosure of information otherwise determined to be confidential is required by applicable law, or by any regulations or securities exchange listing rules applicable to such party or its Affiliates, provided that (i) prior to disclosing such confidential information, a disclosure of such information is compelled by judicial or administrative process or party shall notify the Company thereof, in which notice shall include the opinion of the receiving party’s counsel, by other requirements of Law (in basis upon which case such party will provide, to believes the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause disclosed; and (ii) such party shall, if requested by the other applicable party Company, provide reasonable cooperation with the Company to furnish, or cause to be furnished, only that portion of protect the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. continued confidentiality thereof; (b) Each the disclosure of NiSource confidential information to any financial advisors, attorneys, accountants, other professional advisors, investors and Columbia, respectively, shall be responsible for any breach Lenders of a Member who agree to hold confidential such information substantially in accordance with this Section 9.8 8.12 or who are otherwise bound by any a duty of its Representatives confidentiality to whom it has disclosed Confidential Information. such Member; (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality disclosure of the other party’s Confidential Information as long as it takes fact that SLR and Sentio are the same degree owners of care that it takes to: (i) secure and maintain the confidentiality of its own similar information Company; ( ii d) protect its own similar information against anticipated threats or hazards the disclosure of the fact that Sentio is the Managing Member and SLR is not; and ( iii e) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants such disclosures as may be contained in this Section 9.8 any public announcement approved by both Sentio and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction SLR. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 8.12 shall survive survive: (x) a Member’s ceasing to be a member of the Distribution Date indefinitely. Company for any reason, and ( e y) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by dissolution and/or termination of the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold Each Party shall, and shall cause their respective Subsidiaries its Affiliates, Affiliates advisors and Representatives representatives to, (i) hold confidential all information obtained in connection with any transaction contemplated hereby with respect to hold the other Party which is not otherwise public knowledge, (ii) in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as event of the Distribution Date or such termination of this Agreement return all documents (including copies thereof) obtained hereunder from the other procedures as may reasonably be adopted by the receiving party after the Distribution Date Party, and (iii) use its best efforts to cause all Confidential Information of the disclosing party or any of its Affiliates information obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or or in connection with the negotiation hereof to be treated as confidential and not use, or knowingly permit others to the extent not addressed in a Transaction Agreement use, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of unless such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become becomes generally available to the general public as part through no fault of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third such Party. Each Party under circumstances acknowledges and agrees that are not known to the receiving party to involve a breach of the Third Party’s any of their respective obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof Section 7.6 would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that irreparable harm for which there is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an no adequate remedy at law law, and that, accordingly, each is entitled to injunctive and other equitable relief for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall enforcement thereof, in addition to the damages or any other remedies that may be relief available to it at law, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms recover its reasonable attorneys' fees and provisions of this Section 9.8 expenses incurred in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures enforcement.

Appears in 2 contracts

Samples: Agreement of Merger (Phyamerica Physician Group Inc), Stone Street Bancorp Inc

Confidentiality. Each of Company and Supplier ( a as appropriate, the “promisor”) From agrees to and after the Distribution Date will cause its respective authorized agents, each of NiSource representatives, affiliates, employees, officers, directors, accountants, counsel and Columbia shall hold other designated representatives (collectively, and shall cause their respective Subsidiaries, Affiliates and Representatives “Representatives”) to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such treat and hold as confidential (and not disclose or provide access to any person to) all records, books, contracts, instruments, computer data and other data and information is compelled by judicial or administrative process or (collectively, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to “Information”) concerning the other party of (the “promisee”) in the promisor’s possession or furnished by the promisee or its intent Representatives pursuant to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, ( B ii) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that promisor or its Representatives become legally compelled to disclose any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above such Information, each party hereto, as applicable, shall promptly notify provide the other of the existence promisee with prompt written notice of such request or demand and shall provide requirement so that the other promisee may seek a reasonable opportunity to seek an appropriate protective order or other remedy remedy or waive compliance with this Section 31, which the parties hereto will cooperate and (iii) in obtaining. In the event that such appropriate protective order or other remedy is not obtained, or the promisee waives compliance with this Section 31, furnish only that portion of such Information which is legally required to be provided and exercise promisor’s best efforts to obtain assurances that confidential treatment will be accorded such Information; provided, however, that this sentence shall not apply to any Information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by such party whose Confidential or its Representatives; and provided further, however, that the provisions of clauses (i) and (ii) above shall not preclude a party from disclosing Information to its Representatives or to its lenders or their Representatives (provided that each such Representative shall be advised of the confidential nature of such Information) or from disclosing Information to or filing Information within any governmental authority or agency with jurisdiction over such party. Each party agrees and acknowledges that remedies at law for any breach of its obligations under this Section 31 are inadequate and that in addition thereto the other party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach, without the necessity of demonstrating the inadequacy of monetary damages. The provisions of this Section 31 shall not apply to the extent any such Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures law.

Appears in 2 contracts

Samples: Supply Agreement (Unified Western Grocers Inc), Supply Agreement (Smart & Final Inc/De)

Confidentiality. Each of FR Mars LP and the Owners will, and will use their best efforts to cause their Affiliates and the partners, members, managers, officers, employees, agents, contractors and representatives (each a “Representative” and collectively “Representatives”) of FR Mars LP, the Owners or their Affiliates, to, (a) From treat and after hold as confidential all information concerning the Distribution Acquired Companies and their businesses and affairs that is not already generally available to the public (“Confidential Information”), (b) refrain from using any of the Confidential Information except in connection with the transaction contemplated in this Agreement and (c) deliver promptly to NewCo or destroy, at the request and option of NewCo, all tangible embodiments (and all copies) of the Confidential Information which are in the control or possession of FR Mars LP, any Owner or their Affiliates; provided, however, that NewCo will provide FR Mars LP or any Owner reasonable access, subject to the restrictions set forth in this Section 7.10, to any Confidential Information that NewCo possesses that was in the possession or control of FR Mars LP or any Owner prior to such request to deliver or destroy to the extent necessary for FR Mars LP or any Owner to defend any Claim made against such Parties arising out of the operation of the business of the Acquired Business prior to the Closing Date . In the event that FR Mars LP, each any Owner or their Affiliates are requested or required (by oral question or request for information or documents in any legal Proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, such Person receiving the request will promptly notify NewCo of NiSource the request or requirement so that NewCo may seek an appropriate protective order or waive compliance with the provisions of this Section 7.10. If, in the absence of a protective order or the receipt of a waiver hereunder, any of the Persons receiving a request is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such Person may disclose the Confidential Information to the tribunal; provided, however, that the disclosing Person shall use its reasonable best efforts to obtain, at the reasonable request of NewCo, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed. Notwithstanding any other provision of this Agreement, the obligations of FR Mars LP, the Owners and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least maintain the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as confidentiality of the Distribution Date Confidential Information shall not apply to any portion of the Confidential Information that: (a) is or becomes generally available to the public through no fault of FR Mars LP, the Owners or their Affiliates or Representatives, including information in the public domain; (b) is received from a source other than the Acquired Companies or their Affiliates or Representatives without any requirement to keep such other procedures as may reasonably information secret; (c) can be adopted by proved to be in the possession of the receiving party after the Distribution Date, all Confidential Information Person without any obligation of the disclosing party or any of its Affiliates obtained by such receiving party secrecy prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party time of its disclosure by or on behalf of the disclosing party Acquired Companies or any their Affiliates or Representatives; or (d) is developed independently of its Affiliates pursuant and without reference to or use of the Confidential Information. The provisions of this Agreement or, to Section 7.10 shall remain in force for a period of three (3) years following the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not Closing Date. Each of the Parties acknowledges that disclosure or use such of the Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by in violation of the provisions of this Section 9.8 or similar confidentiality obligations; provided 7.10, however, that NiSource NewCo and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in Acquired Companies will suffer injury for which case such party they will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for Law, and in the event of a breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 7.10, and that NewCo and the Acquired Companies shall survive the Distribution Date indefinitely. be entitled to injunctive relief as is reasonably necessary to prevent or curtail such breach, whether actual or threatened; provided that, in no event ( e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement including, except to the extent that such Transaction Agreement incorporates the provisions a willful breach of this Section 9.8 by reference. (f Agreement) Notwithstanding shall NewCo or the limitations set forth in this Section 9.8, with respect Acquired Companies be prevented from exercising any other rights granted to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures them hereunder.

Appears in 2 contracts

Samples: Purchase and Contribution Agreement (Dynamic Offshore Resources, Inc.), Purchase and Contribution Agreement (Dynamic Offshore Resources, Inc.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Each of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent parties agrees that, (i) a disclosure of such information is compelled unless otherwise required by law, regulation, or legal, judicial or administrative process or or proceedings, in the opinion of the receiving party’s counsel existence, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach scope and terms of this Agreement, and any information supplied hereunder or contained herein ( B) has been furnished or made known collectively referred to as the receiving party “Proprietary Information”), is proprietary, will be kept confidential and, without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach consent of the Third Party’s obligations to a Party or other party hereto ( C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except or, in the case of information supplied hereunder, the consent of the party supplying such information), may be disclosed only to those persons within the organizations of each of (A) the parties, (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers counsel and other appropriate Representatives advisors who have a need to know of such information Proprietary Information for the purposes of effecting the transactions contemplated hereby. Such person, counsel and are informed other advisors shall be advised of their the obligation to hold such information confidential protect the Proprietary Information hereunder and shall agree, prior to receiving the same extent as is applicable Proprietary Information, to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible maintain its confidentiality. Notwithstanding the foregoing, Proprietary Information shall not include information already in the event that any demand or request for public domain at the time of its disclosure of Confidential Information is made pursuant to clause (i) above, each by a party hereto , as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining . In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the The provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches clause shall survive termination of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement , the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 2 contracts

Samples: IBEX LTD, IBEX LTD

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Each of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date parties hereto agrees, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of itself and its Affiliates pursuant to this Agreement or representatives and agents, to the extent not addressed keep confidential any and all information and data of a proprietary or confidential nature with respect to another party in its possession or which it has received as a Transaction Agreement, result of any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by investigation made in connection with this Agreement , such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations ; provided, however, that NiSource and Columbia and their respective Representatives may notwithstanding the foregoing, each of the parties hereto shall be free to disclose or use any such information if, and only or data (a) to the extent that required by applicable law, order, rule or regulation ( i including without limitation applicable federal and state securities laws) a disclosure and (b) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement; provided, however, that prior to disclosing any such information is compelled by judicial in connection with any such litigation, arbitration or administrative process or proceeding, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such applicable party will provide, to the extent reasonably practicable under the circumstances, advance written shall give prior notice to the other party of its intent interested parties and shall use reasonable efforts to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it obtain confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations treatment therefor. In addition, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that timing and content of any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order news or other remedy, which media release regarding the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, transactions contemplated hereby shall be responsible for any breach of this Section 9.8 mutually agreed to in advance by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource AMG and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Mesirow Holdings.

Appears in 2 contracts

Samples: Affiliated Managers Group Inc, Affiliated Managers Group Inc

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Each of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or parties hereto hereby agrees that any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, regarding (i) a party to this Agreement or such party’s business, assets, management or operating plans (“Party Confidential Information”), (ii) the terms and conditions of this Agreement, (iii) the Purchaser’s acquisition of the Securities or (iv) the negotiation and execution of this Agreement shall be held in confidence by both parties, and neither party shall make any disclosure of any such information unless (a) the release of such information is ordered pursuant to a subpoena or other order from a court or Governmental Authority of competent jurisdiction, (b) the release of such information is otherwise required by applicable law, including, without limitation, the requirement of the Company under the Exchange Act to file a current report on Form 8-K that discloses the transactions contemplated hereby and includes copies of this Agreement and the other Transaction Documents, or (c) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any applicable Law or other restriction; provided that disclosure of such information may be made by Purchaser to any Affiliate, or to any transferee or assignee of the Securities, so long as such Affiliate, transferee or assignee is bound by confidentiality obligations reasonably similar in substance to those set forth in this Section 6.5. The confidentiality obligations of each party with respect to the other party’s Party Confidential Information shall continue for a period of two (2) years following the date hereof, and during such period neither party shall use the other party’s Party Confidential Information for any purpose other than in connection with the transactions contemplated herein or in any of the other Transaction Documents. Each of the parties hereto hereby further agrees that such party shall obtain no intellectual property or other rights with respect to any information disclosed by the other party to such party in any investigation pursuant to Section 6.2, or during the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, and all such information shall remain the property of the disclosing party. Each party agrees that it shall, upon learning that disclosure of such information is compelled sought in or by judicial a court or administrative process or Governmental Authority of competent jurisdiction or through other means, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written give prompt notice to the other party of and allow the other party, at its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C) expense, to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit undertake appropriate action to prevent disclosure of, Confidential Information or to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have obtain a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations protective order for, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information . (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 2 contracts

Samples: Securities Purchase Agreement (China New Energy Group CO), China New Energy Group CO

Confidentiality. Each of the parties hereto hereby agrees that throughout the term of this Agreement, it shall keep ( a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries its directors, officers, employees, representatives and outside advisors and its Affiliates and Representatives to hold keep) this Agreement confidential. Notwithstanding the foregoing, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary a party hereto may disclose non-public information if required by or requested pursuant to policies in effect as any Requirements of Laws or the Distribution Date order of a court of competent jurisdiction or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations Governmental Body; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only (to the extent that, (i permitted by applicable Requirements of Laws) a disclosure prompt notice of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice required disclosure be given to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available prior to the general public as part making of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances such disclosure so that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other party may seek a reasonable opportunity to seek an appropriate protective order or other appropriate remedy , which the parties hereto will cooperate in obtaining . In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is hereto required to be disclosed shall or shall cause disclose the other applicable party to furnish, or cause to be furnished, non-public information will disclose only that portion of the Confidential Information that information which such party is advised by written opinion of counsel is legally required to be disclosed and shall take commercially reasonable steps to ensure will request that confidential treatment is be accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality portion of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar non-public information ; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 2 contracts

Samples: Put Option Agreement (Wal Mart Stores Inc), Put Option Agreement (Wal Mart Stores Inc)

Confidentiality. Each of the parties hereto hereby agrees to keep such information or knowledge obtained in any investigation pursuant to Section 5.1, or pursuant to the negotiation and execution of this Agreement and the Related Agreements or the effectuation of the transactions contemplated hereby and thereby, confidential; PROVIDED, HOWEVER, that the foregoing shall not apply to information or knowledge which (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, a party can demonstrate was already lawfully in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party possession prior to the Distribution Date disclosure thereof by the other party, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, (b) is generally known to the extent public and did not addressed in a Transaction Agreement, become so known through any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement violation of law or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, ( B c) has been furnished or made known to the receiving is disclosed by a third party without any the violation of an obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party such other party, or ( C d) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed by order of court or government agency with subpoena powers; provided, that such party shall or shall cause the provide reasonable notice to each other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that it is legally required to be disclosed and shall take commercially reasonable steps disclose information pursuant to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures 5.2(d).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Credence Systems Corp), Summit Design Inc

Confidentiality. (a) From and after Each of the Distribution Date, each of NiSource and Columbia shall hold parties hereto shall, and shall cause their respective Subsidiaries employees, Affiliates agents and Representatives to hold other representatives to, hold in strict confidence, with at least the same degree of care that applies to NiSource’s confidential confidence and proprietary information pursuant to policies in effect as of the Distribution Date not utilize for any commercial or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release purpose or disclose such Confidential Information to any other Person person, except its Representatives with the prior written consent of the other party hereto, who which consent shall not be bound by unreasonably withheld, any of the terms and provisions of Section 2 - Quantity, Section 3 - Term, or Section 4 - Price, of this Section 9.8 or similar confidentiality obligations Agreement; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only the foregoing obligation of confidentiality shall not apply to the extent that, (i) any such information that is or shall become generally available to the public other than as a result of a disclosure by or on behalf of such information is compelled by judicial or administrative process or party, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that any such information (A) has been published or has otherwise become that was available to a party on a non-confidential basis prior to the general public as part of the public domain without breach Effective Date of this Agreement, ( B iii) has been furnished or made known to any such information that comes into a party's possession after the receiving Effective Date of this Agreement from a third party without not under any obligation of confidentiality with respect to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations such information, (iv) any such information disclosed to a Party third party who has undertaken a written obligation of confidentiality with respect to such information that is substantially the same as the obligation of confidentiality contained in this section, or ( C v) was developed independently of any information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would shall be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed by or on behalf of a party as a result of any applicable law, rule or regulation of any governmental authority having competent jurisdiction, provided that such party shall or shall cause give the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded 30 day's prior written notice before making any such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding disclosure in accordance with the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures clause.

Appears in 2 contracts

Samples: Sales Agreement (Equistar Funding Corp), Sales Agreement (Equistar Funding Corp)

Confidentiality. (a) From and after Each of the Distribution Date, each of NiSource and Columbia shall parties hereto will hold, and shall will cause their respective Subsidiaries, Affiliates its consultants and Representatives advisors to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential confidence all documents and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party it (a “Recipient”) by or on behalf of the disclosing another party or any of its Affiliates pursuant to this Agreement or, (a “Discloser”) in connection with the transactions contemplated by this Agreement and each of the other Transfer Documents pursuant to the extent not addressed in a terms of that certain Corporate Non-disclosure Agreement Number 7137598 entered into by and between Purchaser and Seller as of April 5, 2001, as amended as of June 6, 2007 (the “NDA”) and supplemented by this Section 7.4. The parties hereto acknowledge that the terms and conditions (collectively, the “Transaction Agreement Terms”) of this Agreement and other Transfer Documents, any agreement contemplated hereby including their existence, shall be considered confidential information and shall not use such Confidential Information be disclosed by either party to any third party except in accordance with the provisions set forth below. In the event that a Recipient is requested or becomes legally compelled ( except as contemplated by including without limitation, pursuant to securities laws and regulations) to disclose the Transaction Terms or the existence of this Agreement or the Transfer Documents in contravention of the provisions of this Agreement, such Transaction Agreement Recipient shall provide the Discloser with prompt written notice of that fact before such disclosure and will use commercially reasonable efforts to fully cooperate with Discloser to seek a protective order, confidential treatment, or any agreement contemplated hereby) and shall not release or disclose such Confidential Information other appropriate remedy with respect to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations disclosure; provided, however, that NiSource and Columbia and their respective Representatives Recipient shall not be required to expend more than five thousand dollars ($5,000) in good faith legal expenses on seeking a protective order, confidential treatment or other appropriate remedy. To the extent that the aforementioned legal expenses exceeds five thousand dollars ($5,000), Discloser may disclose (at its sole discretion) elect to pay for Recipient’s additional legal expenses in excess of the five thousand dollars ($5,000) solely for the purpose of seeking a protective order, confidential treatment, or other appropriate remedy. If Discloser agrees in writing to pay such additional legal expenses, then Recipient agrees that it will use such information if best efforts to cooperate with Discloser to seek a protective order, and only confidential treatment, or other appropriate remedy with respect to the extent that disclosure. In such event, (i) a Recipient shall furnish for disclosure of such information is compelled by judicial or administrative process or, in the opinion only that portion of the receiving party’s counsel, by other requirements of Law information which is legally required and shall exercise commercially reasonable efforts ( in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C) or, to the extent that notwithstanding the foregoing Seller is paying any legal expenses beyond $5,000, Recipient shall use or disclosure thereof would its best efforts) to obtain reliable assurance that confidential treatment will be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know accorded such information and are informed of their obligation to hold such information confidential to the same extent as is applicable reasonably requested by Discloser and to the Parties and in respect maximum extent possible under law. Recipient agrees that it will provide Discloser with drafts of whose failure to comply with such obligations any documents, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order press releases or other remedy, filings in which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information Purchaser is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in disclose this Agreement, the provisions other Transfer Documents, the Transaction Terms or any other confidential information subject to the terms of this Section 9.8 shall survive the Distribution Date indefinitely. Agreement at least two ( e 2) This Section 9.8 shall not apply with respect to Confidential Information furnished business days prior to the receiving party filing or accessed disclosure thereof, and that it will make any changes or redactions to such materials as reasonably requested by Discloser to the receiving party pursuant extent permitted by law or any rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), as applicable. If confidential treatment is requested by Discloser, Recipient agrees to any Transaction Agreement file such a request on Discloser’s behalf and use commercially reasonable efforts (or, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f Discloser is paying any legal expenses beyond $5,000, Recipient shall use its best efforts) Notwithstanding the limitations set forth in this Section 9.8, with respect responding to financial and other information related any SEC comments to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource pursue assurance that confidential treatment will be granted, in addition to fulfilling its periodic reporting obligations both cases fully cooperating with Discloser (including, without limitation, providing Discloser with the opportunity to review and comment on the request and the responses to any such SEC comments). Neither party will file this Agreement or the other Transfer Documents with any governmental authority or any regulatory body, or disclose the identity of the other party or any other Transaction Terms in any filing except as required by applicable Law permitted above. To the extent a conflict exists between the NDA and this Agreement, NiSource this Agreement shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures control.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Impinj Inc), Asset Purchase Agreement (Impinj Inc)

Confidentiality. Each party acknowledges that in the course of performance of its obligations pursuant to this Agreement, it may obtain certain Confidential Information ( a as defined herein in Section 8.04(a)) From and of the other party. Each party hereby agrees that all Confidential Information communicated to it by the other party, its subsidiaries or Customers, whether before or after the Distribution Effective Date, each of NiSource shall be and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, was received in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and used only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach for purposes of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause without the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality prior written consent of the other party ’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures .

Appears in 2 contracts

Samples: Oem Agreement (Utstarcom Inc), Oem Agreement (Utstarcom Inc)

Confidentiality. (a) From and after Each party agrees not to disclose to any person or entity the Distribution Date existence or terms of this Agreement unless the other party consents to that disclosure in advance except as may be required by law or by the rules of any exchange or market on which Hearst securities are listed. Neither party shall issue any press release regarding this Agreement without the express written consent of the other, which may be withheld in such party’s sole discretion. Additionally, each party hereby agrees to be bound by any confidentiality provisions of NiSource any Will Carry Agreement or Affiliation Agreement negotiated and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates entered into pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement , any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction . Notwithstanding anything to the contrary contained in this Agreement Section 9, Lifetime agrees that (i) any public disclosures of the terms of this Agreement made on and after the date hereof, substantially in the form attached hereto as Appendix D, comply with the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. 9 ( e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent it being agreed that such Transaction disclosures may contain some or all of the information contained in Appendix D); and (ii) Hearst will file a copy of this Agreement incorporates as part of its public reports filed with the Securities and Exchange Commission (“SEC”) and, although Hearst will request confidential treatment for material terms (including the references to * contained herein and the dollar amounts referred to herein), there can be no assurance that the SEC will not require Hearst to disclose publicly such matters, and any such disclosure will be deemed to comply with the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures 9.

Appears in 2 contracts

Samples: Hearst Argyle Television Inc, Hearst Argyle Television Inc

Confidentiality. Each party agrees that the terms, conditions and existence of this Agreement, the transactions contemplated by this Agreement and the SPAs, and all information concerning the businesses and affairs of each party that is not already generally available to the public, shall be treated as the confidential information and that no reference to the terms, conditions or existence of this Agreement, the transactions contemplated by this Agreement and the SPAs, or to activities pertaining thereto or concerning the businesses and affairs of each party may be made by party without the prior written consent of the other party, except: ( a i) From as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel; (iv) in the case of CITIC, to any current or potential CITIC Affiliate and after the Distribution Date, to each of NiSource their limited partners and Columbia shall hold their representatives, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold for regular fund reporting purposes; or (v) in confidence, in strict confidence connection with the enforcement of this Agreement or rights under this Agreement. Without limiting the foregoing, with at least neither party shall issue any statement or communication to any third party (subject to the same degree exceptions set forth in the preceding sentence) regarding the subject matter of care that applies to NiSource’s confidential this Agreement or the SPAs, the transactions contemplated by this Agreement or the SPAs, including without limitation, if applicable, the termination of this Agreement or the SPAs and proprietary information pursuant to policies in effect as the reasons therefor, without the prior written consent of the Distribution Date or such other procedures as may reasonably be adopted by party. In the receiving event either party after must disclose the Distribution Date, all Confidential Information confidential information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving other party pursuant to Section 9.1 the order or furnished to such receiving party by requirement of a court or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement other governmental body, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person party shall, except its Representatives if permitted by applicable laws, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance provide prompt prior written notice thereof to the other party of its intent to make such disclosure) or (ii) allow the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving other party to involve obtain a breach of the Third Party’s obligations protective order, and such party shall also use its reasonable best efforts to obtain a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except protective order, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify assist the other of the existence of such request or demand and shall provide the other party in obtaining a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion otherwise prevent public disclosure of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by If either party breaches any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2 confidential information hereunder, the disclosing other party shall, in addition to the other remedies that may be available to it, shall be entitled to an injunction seek equitable relief to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement protect its interest therein, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement including injunctive relief, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures well as money damages.

Appears in 2 contracts

Samples: Stockholders Agreement (Citic Capital Mb Investment LTD), Stockholders Agreement (Asiainfo Holdings Inc)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Each party hereto agrees that it shall hold not, and shall cause their respective Subsidiaries, its Affiliates and Representatives to hold representatives not to, in strict confidence, with at least without the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as prior written consent of the Distribution Date other party, disclose or such issue or cause the publication of any press release or other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party public statement or any of its Affiliates obtained by such receiving party prior written communications to the Distribution Date investors, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant employees and vendors with respect to this Agreement or or the Transaction, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement terms hereof or any agreement contemplated hereby) and shall not release confidential or disclose such Confidential Information to any proprietary information received from the other Person, except its Representatives, who shall be bound by party in connection with the provisions of this Section 9.8 or similar confidentiality obligations Transaction; provided, however, that NiSource and Columbia and their respective Representatives may disclose nothing herein shall prohibit any party from issuing or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party causing publication of any one such press release or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except public announcement to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. disclosure ( f a) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as is required (i) by applicable Law, NiSource shall be permitted (ii) by the rules of any applicable national securities exchange or (iii) to disclose comply with the disclosure requirements of the SEC, in which case the party making such determination will use its commercially reasonable efforts to allow the other party hereto reasonable time to comment on such release or announcement in advance of its issuance or (b) contains only information that has already been included in its earnings releases, investor calls, rating agency presentations a prior public statement made in accordance with this Section 4.1 and such party has provided the other similar disclosures party hereto with advance notice of such press release or public announcement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Geoglobal Resources Inc.), Stock Purchase Agreement (Israel Land Development Company- Energy Ltd.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Each party hereto agrees that it shall hold not, and shall cause their respective Subsidiaries, its Affiliates and Representatives to hold representatives not to, in strict confidence, with at least without the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as prior written consent of the Distribution Date other party, disclose or such issue or cause the publication of any press release or other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party public statement or any of its Affiliates obtained by such receiving party prior written communications to the Distribution Date investors, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant employees and vendors with respect to this Agreement or or the Transaction, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement terms hereof or any agreement contemplated hereby) and shall not release confidential or disclose such Confidential Information to any proprietary information received from the other Person, except its Representatives, who shall be bound by party in connection with the provisions of this Section 9.8 or similar confidentiality obligations Transaction; provided, however, that NiSource and Columbia and their respective Representatives may disclose nothing herein shall prohibit any party from issuing or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party causing publication of any one such press release or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except public announcement to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. disclosure ( f a) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as is required (i) by applicable Law, NiSource shall be permitted (ii) by the rules of any applicable national securities exchange or (iii) to disclose comply with the disclosure requirements of the SEC, in which case the party making such determination will use its commercially reasonable efforts to allow the other party hereto reasonable time to comment on such release or announcement in advance of its issuance or (b) contains only information that has already been included in its earnings releases, investor calls, rating agency presentations a prior public statement made in accordance with this Section 4.4 and such party has provided the other similar disclosures party hereto with advance notice of such press release or public announcement.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (Geoglobal Resources Inc.), Securities Purchase and Exchange Agreement (Israel Land Development Company- Energy Ltd.)

Confidentiality. (a) From and after Each party hereto agrees that, except with the Distribution Date prior written permission of the other party, each of NiSource and Columbia it shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s all times keep confidential and proprietary information pursuant not divulge, furnish or make accessible to policies in effect as anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the Distribution Date other parties to which such party has been or such other procedures as may reasonably be adopted shall become privy by the receiving party after the Distribution Date, all Confidential Information reason of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement discussions or any agreement contemplated hereby) and shall not release negotiations relating to this Agreement, the performance of its obligations hereunder or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the ownership of Stock purchased hereunder. The foregoing provisions of this Section 9.8 6.14 shall only apply to the extent that such information (a) was known to the public prior to the disclosure by the such party, (b) becomes known to the public through no fault of such party, (c) is disclosed to such party on a non-confidential basis by a third party having a legal right to make such disclosure and under no contractual obligation not to make such disclosure, (d) is disclosed by such party in accordance with a judicial or similar confidentiality obligations other government order, provided that such party gives written notice to Company prior to such disclosure, or (e) is independently developed by such party; provided, however, that NiSource and Columbia and their respective Representatives a party may disclose such proprietary or use such confidential information if to any adviser, and only to the extent that director, (i) a disclosure officer or other employee of such information party or any affiliate thereof for the purpose of evaluating and monitoring its investment in Company as long as such adviser, director, officer or other employee is compelled by judicial or administrative process or, in the opinion advised of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the confidentiality provisions of this Section 9.8, each of NiSource 6.14 and Columbia will agrees to be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach bound by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and 6.14. The provisions of this Section 9.8 6.14 shall be in any court of competent jurisdiction. Notwithstanding anything to the contrary contained addition to, and not in this Agreement substitution for, the provisions of this Section 9.8 shall survive any separate nondisclosure agreement executed by the Distribution Date indefinitely. (e) This Section 9.8 shall not apply parties hereto with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures transactions contemplated hereby.

Appears in 2 contracts

Samples: Series a Preferred Stock Purchase Agreement (General Finance CORP), Series a Preferred Stock Purchase Agreement (General Finance CORP)

Confidentiality. (a) From and after Each party hereto agrees to maintain the Distribution Date, each confidentiality of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, in communications with third parties and otherwise; provided that this Agreement may be disclosed (i) to third parties to the extent not addressed such disclosure is made pursuant to a written agreement of confidentiality in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) form and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent substance reasonably practicable under the circumstances, advance written notice satisfactory to the other party of its intent to make such disclosure) or hereto, and (ii) to such party’s legal counsel and auditors and the receiving party can show that such information (A) has been published or has otherwise become available Purchaser’s assignees, if they agree in each case to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep hold it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that required by applicable law or regulation or by any court, regulatory body or agency having jurisdiction over such Transaction Agreement incorporates party (including, without limitation, the provisions filing of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations Agreement with the SEC as required by applicable Law an exhibit to an annual or quarterly report under the Securities Exchange Act of 1934); and provided, NiSource further, that such party shall have no obligation of confidentiality in respect of any information which may be permitted generally available to disclose the public or becomes available to the public through no fault of such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures party.

Appears in 2 contracts

Samples: Purchase Agreement (Ferro Corp), Purchase and Contribution Agreement (Ferro Corp)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold Each party hereto agrees to, and shall cause their respective Subsidiaries its Representatives to, Affiliates keep confidential and not divulge any Information, and to use, and cause its Representatives to hold use, such Information only in strict confidence, connection with at least the same degree of care that applies to NiSource’s confidential Acquisition and proprietary information pursuant to policies in effect as the operation of the Distribution Date Company and its Subsidiaries; provided that nothing herein shall prevent any party hereto from disclosing such Information (a) upon the order of any court or administrative agency, (b) upon the request or demand of any regulatory agency or authority having jurisdiction over such other procedures as may reasonably be adopted by the receiving party after the Distribution Date party, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, (c) to the extent not addressed required by law or stock exchange rule or compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (d) to the extent necessary in a Transaction Agreement connection with the exercise of any remedy hereunder, any agreement contemplated hereby, shall not use (e) to such Confidential party’s Representatives that in the reasonable judgment of such party need to know such Information and have agreed to abide by the terms of this Section 6.3 Table of Contents or ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby f) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall potential Permitted Transferee or Unaffiliated Person transferee in connection with a proposed Transfer of Equity Securities from such Stockholder as long as such transferee agrees to be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided 6.3 as if a Stockholder, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent provided further that , (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except , in the case of each of clause ( A a), ( B b) and or ( C c), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other parties hereto of the existence proposed disclosure as far in advance of such request or demand disclosure as practicable and shall provide the other a use reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps efforts to ensure that confidential treatment any Information so disclosed is accorded such information. (b) Each of NiSource confidential treatment, when and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures if available.

Appears in 2 contracts

Samples: Stockholders Agreement (RSC Equipment Rental, Inc.), Stockholders Agreement (RSC Holdings Inc.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold Each party hereto agrees to, and shall cause their respective Subsidiaries its Representatives to, Affiliates keep confidential and not divulge any Information, and to use, and cause its Representatives to hold use, such Information only in strict confidence, connection with at least the same degree of care that applies to NiSource’s confidential Acquisition and proprietary information pursuant to policies in effect as the operation of the Distribution Date Company and its Subsidiaries; provided that nothing herein shall prevent any party hereto from disclosing such Information (a) upon the order of any court or administrative agency, (b) upon the request or demand of any regulatory agency or authority having jurisdiction over such other procedures as may reasonably be adopted by the receiving party after the Distribution Date party, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, (c) to the extent not addressed required by law or stock exchange rule or compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (d) to the extent necessary in a Transaction Agreement connection with the exercise of any remedy hereunder, any agreement contemplated hereby, shall not use (e) to such Confidential party’s Representatives that in the reasonable judgment of such party need to know such Information and have agreed to abide by the terms of this Section 6.3 or ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby f) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall potential Permitted Transferee or Unaffiliated Person transferee in connection with a proposed Transfer of Equity Securities from such Stockholder as long as such transferee agrees to be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided 6.3 as if a Stockholder, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent provided further that , (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except , in the case of each of clause ( A a), ( B b) and or ( C c), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other parties hereto of the existence proposed disclosure as far in advance of such request or demand disclosure as practicable and shall provide the other a use reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps efforts to ensure that confidential treatment any Information so disclosed is accorded such information. (b) Each of NiSource confidential treatment, when and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures if available.

Appears in 2 contracts

Samples: Stockholders Agreement (RSC Holdings III, LLC), Stockholders Agreement (RSC Holdings Inc.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold Each party hereto agrees to, and shall cause their respective Subsidiaries its Representatives to, Affiliates keep confidential and not divulge any Information, and to use, and cause its Representatives to hold use, such Information only in strict confidence, connection with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as operation of the Distribution Date Company and its Subsidiaries; provided that nothing herein shall prevent any party hereto from disclosing such Information (a) upon the order of any court or administrative agency, (b) upon the request or demand of any regulatory agency or authority having jurisdiction over such other procedures as may reasonably be adopted by the receiving party after the Distribution Date party, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, (c) to the extent not addressed required by law or legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (d) to the extent necessary in a Transaction Agreement connection with the exercise of any remedy hereunder, any agreement contemplated hereby (e) to other Stockholders, shall not use (f) to such Confidential party’s Representatives that in the reasonable judgment of such party need to know such Information or ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby g) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall potential Permitted Transferee of a Stockholder to whom such proposed Transfer would be permitted in accordance with Section 3.3 as long as such Permitted Transferee agrees to be bound by the provisions of this Section 9.8 or similar confidentiality obligations 3.1 as if a Stockholder; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent provided further that , (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except , in the case of each of clause ( A a), ( B b) and or ( C c), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other parties hereto of the existence proposed disclosure as far in advance of such request or demand disclosure as practicable and shall provide the other a use reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps efforts to ensure that confidential treatment any Information so disclosed is accorded such information. (b) Each of NiSource confidential treatment, when and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures if available.

Appears in 2 contracts

Samples: Stockholders Agreement (Envision Healthcare Corp), Stockholders Agreement (Envision Healthcare Holdings, Inc.)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold Each party hereto agrees to, and shall cause their respective Subsidiaries its Representatives to, Affiliates keep confidential and not divulge any Information, and to use, and cause its Representatives to hold use, such Information only in strict confidence, connection with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as operation of the Distribution Date Company and its Subsidiaries; provided that nothing herein shall prevent any party hereto from disclosing such Information (a) upon the order of any court or administrative agency, (b) upon the request or demand of any regulatory agency or authority having jurisdiction over such other procedures as may reasonably be adopted by the receiving party after the Distribution Date party, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, (c) to the extent not addressed required by law or legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (d) to the extent necessary in a Transaction Agreement connection with the exercise of any remedy hereunder, any agreement contemplated hereby (e) to other Stockholders, shall not use (f) to such Confidential party’s Representatives that in the reasonable judgment of such party need to know such Information or ( except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby g) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall potential Permitted Transferee of a Stockholder to whom such proposed Transfer would be permitted in accordance with Section 3.3 as long as such potential Permitted Transferee agrees to be bound by the provisions of this Section 9.8 or similar confidentiality obligations 3.1 as if a Stockholder; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent provided further that , (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except , in the case of each of clause ( A a), ( B b) and or ( C c), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other parties hereto of the existence proposed disclosure as far in advance of such request or demand disclosure as practicable and shall provide the other a use reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps efforts to ensure that confidential treatment any Information so disclosed is accorded such information. (b) Each of NiSource confidential treatment, when and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures if available.

Appears in 2 contracts

Samples: Stockholders Agreement (Atkore International Group Inc.), Stockholders Agreement (Atkore International Group Inc.)

Confidentiality. Each party hereto or its Affiliates or contractors (a “Disclosing Party”) may, from time to time, prior to or after the Effective Date, disclose to the other party (the “Receiving Party”) information of a technical or non-technical nature that is not generally known to the trade or public. The Receiving Party agrees that it will not use for any purpose other than as necessary to perform its obligations under this Agreement and the Supply Agreement or as otherwise permitted under this Agreement or the Supply Agreement, and will not disclose to anyone in any manner whatsoever, any such information, including, without limitation, information relating in any way to the products, processes, and services of the Disclosing Party, which becomes known to the Receiving Party on or prior to the latter of the date of the (a) termination of this Agreement or (b) termination or expiration of the Supply Agreement. The obligations of this Section 8.3 will not apply to information that (i) is known to the Receiving Party as shown by written records prior to its disclosure by the Disclosing Party or its Affiliates or its contractors; (ii) becomes public information or is generally available to the public other than by an unauthorized act or omission of the Receiving Party; or (iii) is received by the Receiving Party from third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information to the Receiving Party and did not receive such information from Disclosing Party. From and after the Distribution Closing Date, each the Transferred Assets and all confidential information related solely and exclusively to the Transferred Assets or the manufacture thereof shall be considered the confidential information of NiSource Buyer under this Section 8.3 and Columbia shall hold the obligations of this Section 8.3 in respect thereof will apply to Seller and not the Buyer, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed any confidential information related to the Transferred Assets or the manufacture thereof is used by the Seller in a Transaction Agreement its retained business, any agreement contemplated hereby, the use by Seller of such confidential information in its retained business in the ordinary course shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions deemed a breach of this Section 9.8 or similar confidentiality obligations 8.3; provided, [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. however, that, for the avoidance of doubt, confidential information used by Seller in its retained businesses or the manufacture of the Transferred Assets that NiSource is not solely and Columbia and their respective Representatives may disclose exclusively related to the Transferred Assets shall constitute the confidential information of the Seller. Upon the latter of (x) the date of termination of this Agreement or use (y) the termination or expiration of the Supply Agreement, the Receiving Party will return to the Disclosing Party all documents that include confidential information of the Disclosing Party or its contractors (other than the Transferred Assets), including all copies of such information if documents or extracts therefrom, if any, and only will make no further use of such information. To the extent that the confidential information relates to the extent that Products, (i) a each Disclosing Party or Receiving Party, as the case may be, shall create an internal firewall and use reasonable best efforts to protect against the disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case to such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Disclosing Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party Receiving Party’s, as contemplated under this Agreement (except, in the case of each of (A) may be, (B) marketing and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures sales personnel.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Impax Laboratories Inc)

Confidentiality. (a) From Each party hereto will hold in confidence and after not reveal to any third parties any knowledge or information of a confidential nature with respect to the Distribution Date business, each products, know-how and methods of NiSource and Columbia shall hold operation of the other party hereto, and shall cause their respective Subsidiaries will not disclose, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as publish or make use of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date same, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose the foregoing shall not be applicable to any disclosure or use such of confidential information if, and only or knowledge that can be demonstrated to the extent that, have (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, been publicly known prior to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach date of this Agreement, ( B ii) has been furnished become known by publication or made known otherwise not due to the receiving unauthorized act or omission on the part of the recipient, or (iii) been supplied to the recipient by a third party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach violation of the Third Party’s obligations rights of any of the parties to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case or any other party's rights. Upon termination or expiration of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above this Agreement, each party hereto, as applicable, shall promptly notify immediately return to the other confidential information 7 Sylvan/ZapMe! Agreement -------------------- [*]Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchanges commission. (regardless of the existence of medium) in its possession and belonging to such request or demand and shall provide other party. The parties agree that the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible at law for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource 10 may be inadequate and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing aggrieved party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 shall be entitled to injunctive and agrees that, notwithstanding Section 10.2, the disclosing party shall, other equitable relief in addition to the any other remedies that may be remedy available to it, be entitled to an injunction to prevent actual it in law or threatened breaches equity. This Section 10 shall survive termination or expiration of this Section 9.8 Agreement and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party remain enforceable by injunctive or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures equitable relief.

Appears in 2 contracts

Samples: Zapme Corp, Zapme Corp

Confidentiality. (a) From Each party hereto will keep strictly confidential any and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary all information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party hereto or its Representatives by another or on behalf of their Representatives in connection with the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as transactions contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information the business and financial reviews and investigations referred to any other Person in Section 5.8, except its Representatives for information, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however if any, that NiSource and Columbia and their respective Representatives may disclose (a) is or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become becomes generally available to the general public in a manner other than as part a result of a disclosure by the public domain without breach of this Agreement, party receiving the information; ( B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C b) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), on a non-confidential basis prior to its disclosure to the extent that notwithstanding receiving party by the foregoing, use party providing the information; (c) is or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential becomes available to the same extent as receiving party on a non-confidential basis from a source other than the informing party unless that source is applicable bound by a confidentiality agreement with the informing party or (d) is required by Law or Order to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event disclosed (provided that any demand if required by Law or request for disclosure of Confidential Information is made pursuant to clause (i) above Order, each party hereto, as applicable, shall promptly notify hereto agrees to give the other of the existence parties prior notice of such request or demand and shall provide the disclosure in sufficient time to permit such other a reasonable opportunity party to seek an appropriate a protective order or other remedy similar Order should it so determine, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order if permitted by applicable Law or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction Order). Notwithstanding anything to the contrary contained herein, each Combining Company and SCF may disclose this Agreement and the transactions contemplated hereby to its Affiliates, advisors and any current or potential investors in connection with the Subscription Offers or any potential initial public offering of a Combining Company or any of its Subsidiaries; provided that they are advised of the confidential nature thereof and agree to hold such information confidential in accordance with the foregoing. Except as expressly provided in a separate agreement among the Combining Companies, if this Agreement Agreement is terminated pursuant to Section 7.1 hereof, each of the provisions parties hereto will promptly deliver to the others or destroy (and certify as to such delivery or destruction) all originals and copies of documents, work papers and other written material concerning the others and obtained from the others, their agents, employees or Representatives in connection with such negotiations and such business and financial reviews and investigations. This Section 5.6, and the obligations set forth herein, shall terminate on the second anniversary of the date of this Section 9.8 shall survive Agreement in the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party event that this Agreement is terminated pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures Article VII hereof.

Appears in 2 contracts

Samples: Combination Agreement (Nine Energy Service, Inc.), Combination Agreement (Nine Energy Service, Inc.)

Confidentiality. Except as otherwise provided herein or as allowed by the prior written consent of the other party, for the term of this Agreement and for a period of three (3) years following the termination of this Agreement (and for ten (10) years with respect to source code for any Software), each party hereto (a) From and after shall receive all Confidential Information of the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, other in strict confidence, with at least (b) shall use the same degree of care that applies which it uses to NiSource’s confidential protect its own Confidential information to maintain the confidentiality and proprietary information pursuant to policies in effect as of secrecy thereof, (c) shall disclose the Distribution Date or such other procedures as may reasonably be adopted by Confidential Information, and permit the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of to be disclosed, only to its Affiliates obtained by such receiving party prior employees who need access to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by to carry out the terms and intent of this Agreement, such Transaction Agreement or any agreement contemplated hereby and (d) and shall not release or disclose such use the Confidential Information to any other Person, except only in furtherance of its Representatives, who rights and obligations set forth in this Agreement. Both the parties shall be bound by keep confidential the provisions terms and conditions of this Section 9.8 Agreement, but not its existence, and all other information which is designated in writing as confidential by one party to the other. Notwithstanding the foregoing, a party may make such disclosures as may be required by order of a court of competent jurisdiction, administrative agency or similar confidentiality obligations; other government body, or by law rule or regulation, provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that possible, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to it gives the other party prior written notice of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) requirement and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify assists the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures efforts to oppose such requirement.

Appears in 2 contracts

Samples: Phoenix International LTD Inc, Phoenix International LTD Inc

Confidentiality. (a) From and after the Distribution Date Except as provided below, each party hereto agrees that, except with the prior written permission of NiSource and Columbia the other party, it shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s all times keep confidential and proprietary information pursuant not divulge, furnish or make accessible to policies in effect as anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the Distribution Date other parties to which such party has been or such other procedures as may reasonably be adopted shall become privy by the receiving party after the Distribution Date, all Confidential Information reason of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement discussions or any agreement contemplated hereby) and shall not release negotiations relating to this Agreement, the performance of its obligations hereunder or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the ownership of Stock purchased hereunder. The provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if 7.15 shall be in addition to, and only not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto with respect to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as transactions contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible hereby. Notwithstanding the foregoing, in the event that nothing herein shall prevent any demand or request for disclosure of Confidential Information is made pursuant to clause party from disclosing (i) above such information which has been publicly disclosed, each (ii) such information which becomes available to the party on a non-confidential basis from a source other than a party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event provided that such appropriate protective order or other remedy source is not obtained bound by confidentiality with such party, the party whose Confidential Information is (iii) information required to be disclosed shall pursuant to subpoena or shall cause other court process or otherwise required by law and (iv) such information was known to such party prior to its first receipt from the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information party. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the foregoing provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) protect its own similar information against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of this Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures. Section

Appears in 2 contracts

Samples: Proprietary Information Agreement (Voyager Group Usa-Brazil LTD), Preferred Stock Purchase Agreement (Voyager Group Inc/Ca/)

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect Except as of the Distribution Date required by law or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or process, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential requested by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party regulatory authority or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above self-regulatory organization, each party hereto, as applicable, shall promptly notify hereto agrees to keep this Agreement and the other of Pledge Agreement and the existence of such request or demand transactions contemplated hereby and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining thereby confidential. In the event that such appropriate protective order or other remedy disclosure is not obtained permitted pursuant to the preceding sentence, the disclosing party whose Confidential Information is required shall (i) provide prior notice of such disclosure to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding th