MIRAMAR'S AGREEMENT Sample Clauses

MIRAMAR'S AGREEMENT. Miramar will retain in confidence, and require its employees and permitted consultants, to retain in confidence all Confidential Information of Previo, and will make no use of such Confidential Information except under the terms and during the existence of this Agreement (including any renewals of this Agreement) , and for a period of three years after. However, Miramar shall have no obligation to maintain the confidentiality of information that: (i) it received rightfully from another party prior to its receipt from Previo; (ii) Previo has disclosed to a third party without any obligation to maintain such information in confidence; (iii) Miramar can document as having been independently developed by or for Miramar without use of Previo's Confidential Information; or (iv) becomes publicly available by means other than breach of Miramar's obligations under this Agreement. Further, Miramar may disclose Confidential Information as required by governmental or judicial order, provided Miramar gives Previo prompt notice of such order and complies with any protective order (or equivalent) imposed on such disclosure. Miramar shall treat the terms and conditions of this Agreement as confidential; however, Miramar may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of Miramar's business.
Sample 1
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Related to MIRAMAR'S AGREEMENT

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • Employee Matters Agreement The Buyer shall have executed and delivered, or caused to be executed and delivered, to the Sellers the Employee Matters Agreement.

  • Full Agreement This Agreement and the other Loan Documents contain the full agreement of the parties and supersede all negotiations and agreements prior to the date hereof.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

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