Receiving Party Obligations. The Information will be used solely for the purpose of evaluating Receiving Party’s potential purchase of the Property from the Company or its affiliates (the “Transaction”) and not for any other purpose. Receiving Party will protect the Information with a commercially reasonable degree of care in order to prevent the unauthorized use, access or disclosure of its own confidential and proprietary information. The Information will be kept strictly confidential in accordance with the terms hereof by Receiving Party and its Representatives and will not be disclosed by Receiving Party or its Representatives to any other person except (i) as may be consented to by the Company in writing, (ii) if required by applicable law, regulation or legal or judicial process, subject to paragraph 4 below, and (iii) that Receiving Party may disclose the Information or portions thereof to those of its Representatives who need to know such Information for the purpose of evaluating the Transaction, but only to the extent necessary to evaluate the Transaction and only if such Representatives are advised of the confidential nature of such Information and the terms of this letter agreement. Receiving party will be responsible for any failure to comply with the terms of this letter agreement by Receiving Party or its Representatives, and Receiving Party agrees to take all commercially reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Information.
Receiving Party Obligations. The Receiving Party shall:
Receiving Party Obligations. 3.1 The Receiving Party shall: (a) protect and safeguard the confidentiality of the Confidential Information using at least the same degree of care it uses to protect and safeguard its own non- public, confidential or proprietary information, but in no event less than a reasonable degree of care; (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than for the Evaluation; (c) not disclose the Confidential Information to any person or entity, except to the Receiving Party’s Representatives who (i) need to know the Confidential Information for the Evaluation, (ii) are informed by the Receiving Party of the confidential nature of the Confidential Information, and (iii) are subject to confidentiality obligations to the Receiving Party that are at least as protective of the Confidential Information as those contained in this Agreement; and (d) be responsible for any breach of this Agreement caused by any of its Representatives.
Receiving Party Obligations. The Receiving Party shall, and shall cause its officers, employees, agents, attorneys, consultants, advisors and other representatives to:
Receiving Party Obligations. The Receiving Party agrees:
Receiving Party Obligations. Each Party acknowledges that it may gain access to or become familiar with the other Party’s Confidential Information. Except as set out in Section 6, each Party, as the receiving Party of the other Party’s Confidential Information, shall:
Receiving Party Obligations. 2.1. The Receiving Party will have access to Delivering Party Services and systems that were not originally intended to be accessed by an independent third party. While Delivering Party shall endeavour to limit access privileges and quarantine Delivering Party Confidential Information, it is possible that Receiving Party may have unauthorized access to Delivering Party Confidential Information. Receiving Party shall act in good faith and shall not proactively search for or intentionally attempt to obtain Delivering Party Confidential Information.
Receiving Party Obligations. Each Receiving Party shall fully cooperate with the Service Providers and Third Party Service Providers with respect to the provision of Transition Services. Without limiting the foregoing, as necessary to enable the provision of Transition Services by the Service Providers and the Third Party Service Providers, the Receiving Parties shall: (a) adhere in all material respects to the policies of the Service Providers with respect to the protection of proprietary information and other policies regarding the use of information technology resources, to the extent relevant to the Transition Services provided; (b) provide timely responses to any information requested by the Service Providers or the Third Party Service Providers; and (c) provide access to the facilities and assets of the Receiving Parties as requested by the Service Providers or Third Party Service Providers. The Receiving Parties shall promptly notify Sellers or Purchaser, as the case may be, of any problems or failures with respect to the Transition Services, or any breach or default by any Service Provider or Third Party Service Provider under this Agreement, which notice shall describe the foregoing in reasonable detail, and the Receiving Parties shall cooperate with the Service Providers and the Third Party Service Providers to correct the foregoing. The Service Providers and the Third Party Service Providers shall be entitled to rely on any instructions or other information provided by the Receiving Parties, and the Service Providers shall not be in breach of or in default under this Agreement as a result of any such reliance; provided that no such instructions shall expand the obligations of the Service Providers hereunder. The Service Providers shall be excused from their obligation to perform or cause to be performed a Transition Service if and to the extent that (i) such failure to perform or cause to be performed such Transition Service was due to the Receiving Party’s failure to perform its responsibilities under this Section 2.13 and (ii) the Service Providers use commercially reasonable efforts to perform or cause to be performed such Transition Service notwithstanding Receiving Party’s failure, if practicable.
Receiving Party Obligations. Each Receiving Party will and will cause its Authorized Agents (as defined below) to: (a) hold all Confidential Information of the Disclosing Party in confidence; (b) use reasonable efforts, but no less than the efforts such Receiving Party uses to protect its own confidential information, to protect all Confidential Information of the Disclosing Party from disclosure; (c) use the Confidential Information of the Disclosing Party solely for the Purpose; and (d) not use, distribute, disclose or otherwise disseminate any Confidential Information of the Disclosing Party, except as expressly permitted by this Agreement. The Receiving Party may reproduce Confidential Information of the Disclosing Party solely as required for the Purpose or to accomplish the intent of this Agreement, provided that all such reproductions contain all confidential or proprietary notices or legends that appear on the original. Any reproduction by the Receiving Party of any Confidential Information of the Disclosing Party shall remain the property of the Disclosing Party.
Receiving Party Obligations. The Receiving Party shall
