Common use of Restricted Use of Confidential Information Clause in Contracts

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)

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Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative Representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Contact") or an authorized representative Representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Stewart & Stevenson Services Inc), Asset Purchase Agreement (Stewart & Stevenson Services Inc), Asset Purchase Agreement (Stewart & Stevenson LLC)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a Seller ("Seller Contact") or an authorized representative of Buyer Purchaser with respect to Confidential Information of Buyer Purchaser (each, a "Buyer Purchaser Contact"). Each of Buyer Purchaser and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein hereby and are informed by Buyer Purchaser or Seller, as the case may be, of the obligations of this Article 12 Section 11.5 with respect to such information. Each of Buyer Purchaser and Seller shall (ivi) enforce the terms of this Article 12 Section 11.5 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12Section 11.5; and (vi) be responsible and liable for any breach of the provisions of this Article 12 Section 11.5 by it or its representativesRepresentatives.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Tisi Christopher), Asset Purchase Agreement (Health & Nutrition Systems International Inc), Asset Purchase Agreement (Tisi Christopher)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 2 contracts

Samples: Asset Purchase Agreement (MBI Financial, Inc.), Asset Purchase Agreement (Intricon Corp)

Restricted Use of Confidential Information. (a) a. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jordan 1 Holdings Co), Security Agreement (Viva International Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller ContactSELLER CONTACT") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer ContactBUYER CONTACT"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 2 contracts

Samples: Asset Purchase Agreement (F5 Networks Inc), Asset Purchase Agreement (Checkpoint Systems Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, Seller as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 2 contracts

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

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 2 contracts

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

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this the Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSelling Parties (each, a "Seller ContactSELLER CONTACT") or an authorized representative of Buyer with respect to Confidential Information of Buyer or Buyer Parent (each, a "Buyer ContactBUYER CONTACT"). Each of Buyer, Buyer Parent and Seller any Selling Party shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer, Buyer Parent or Sellerany Selling Party, as the case may be, of the obligations of this Article 12 11 with respect to such information. Each of Buyer, Buyer Parent and Seller any Selling Party shall (ivi) enforce the terms of this Article 12 11 as to its respective representativesRepresentatives; (vii) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1211; and (viiii) be responsible and liable for any breach of the provisions of this Article 12 11 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 I with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 I as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12I; and (vi) be responsible and liable for any breach of the provisions of this Article 12 I by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (cbdMD, Inc.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article Section 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article Section 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article Section 12; and (vi) be responsible and liable for any breach Breach of the provisions of this Article Section 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tarpon Industries, Inc.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Russ Berrie & Co Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachsuch Seller or the Gift Business (each, a "Seller Contact") or an authorized representative of the Buyer with respect to Confidential Information of the Buyer or the Encore Business (each, a "Buyer Contact"). Each of Buyer and Seller the parties shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, applicable party of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller the parties shall (ivx) enforce the terms of this Article 12 as to its respective representativesAffiliates and Representatives; (vy) take such action to the extent necessary to cause its representatives Affiliates and Representatives to comply with the terms and conditions of this Article 12; and (viz) be responsible and liable for any breach of the provisions of this Article 12 by it it, its Affiliates or its representativesRepresentatives.

Appears in 1 contract

Samples: Purchase Agreement (Russ Berrie & Co Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, Seller (a "Seller Contact") or an authorized representative of Buyer Buyers with respect to Confidential Information of Buyer Buyers (each, a "Buyer Buyers Contact"). Each of Buyer and Seller A Receiving Party shall disclose the Confidential Information of the other party a Disclosing Party only to its the Receiving Party's Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, Receiving Party of the obligations of this Article 12 Section 10 with respect to such information. Each of Buyer and Seller Receiving Party shall (ivA) enforce the terms of this Article 12 Section 10 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12Section 10; and (viC) be responsible and liable for any breach of the provisions of this Article 12 Section 10 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Molecular Imaging Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent Seller of an authorized representative of Seller with respect to Confidential Information of Seller(each(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chad Therapeutics Inc)

Restricted Use of Confidential Information. (a) a)......Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rollins Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; , and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or any other Transaction Document or with the prior written consent Consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")Buyer. Each of Buyer and Seller shall disclose the Confidential Information of the other party Party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 10 with respect to such information. Each of Buyer and Seller shall (ivx) enforce the terms of this Article 12 10 as to its respective representatives; Representatives, (vy) take such action to the extent reasonably necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; 10, and (viiii) be responsible and liable for any breach Breach of the provisions of this Article 12 10 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emergent BioSolutions Inc.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Both Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zaldiva Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving PartyParty using at least the same degree of care that the Receiving Party uses to protect its own proprietary information; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative officer of Seller Amarin with respect to Confidential Information of Seller(eachAmarin (each, a "Seller “Amarin Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Amarin shall disclose the Confidential Information of the other party only to its Representatives who reasonably require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerAmarin, as the case may be, of the obligations of this Article 12 ARTICLE 13 with respect to such information. Each of Buyer Buyer, Amarin and Seller Shareholders shall (ivi) enforce the terms of this Article 12 ARTICLE 13 as to its respective representativesRepresentatives; (vii) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; ARTICLE 13 and (viiii) be responsible and liable for any breach of the provisions of this Article 12 ARTICLE 13 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amarin Corp Plc\uk)

Restricted Use of Confidential Information. (a) 25.4.1. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party Party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 Section 25 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 Section 25 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12Section 25; and (vi) be responsible and liable for any breach of the provisions of this Article 12 Section 25 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Analysts International Corp)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article ARTICLE 12 with respect to such information. Each of Buyer and Seller Sellers shall (iv1) enforce the terms of this Article ARTICLE 12 as to its respective representatives; Representatives, (v2) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; ARTICLE 12 and (vi3) be responsible and liable for any breach of the provisions of this Article ARTICLE 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Britesmile Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 XII with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 XII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XII; and (vi) be responsible and liable for any breach of the provisions of this Article 12 XII by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Winnebago Industries Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Bizarre with respect to Confidential Information of Seller(eachBizarre or Shareholders (each, a "Seller ContactBIZARRE CONTACT") or an authorized representative of Buyer JKP Sub with respect to Confidential Information of Buyer JKP Sub (each, a "Buyer ContactJKP SUB CONTACT"). Each of Buyer JKP Sub and Seller Bizarre and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer JKP Sub, Bizarre or SellerShareholders, as the case may be, of the obligations of this Article 12 14 with respect to such information. Each of Buyer JKP Sub, Bizarre and Seller Shareholders shall (iv) enforce the terms of this Article 12 14 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1214; and (vi) be responsible and liable for any breach of the provisions of this Article 12 14 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Option, Purchase and Exclusive License Agreement (Jill Kelly Productions Holding, Inc.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, Seller as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Talx Corp)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Parascript with respect to Confidential Information of Seller(eachParascript (each, a "Seller “Parascript Contact") or an authorized representative of Buyer AHC with respect to Confidential Information of Buyer AHC (each, a "Buyer “AHC Contact"). Each of Buyer AHC and Seller Parascript shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer AHC or SellerParascript, as the case may be, of the obligations of this Article 12 15 with respect to such information. Each of Buyer AHC and Seller Parascript shall (iv) enforce the terms of this Article 12 15 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1215; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 15 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentidate Holding Corp)

Restricted Use of Confidential Information. Subject to subsection (ah) Each below, except as otherwise required by any Legal Requirement, each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information to the extent allowed by law (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller LSU with respect to Confidential Information of Seller(each, a "Seller Contact") LSU or an authorized representative of Buyer the OLOL CEO with respect to Confidential Information of Buyer (each, a "Buyer Contact")OLOL. Each of Buyer LSU and Seller OLOL shall disclose the Confidential Information of the other party only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer LSU or SellerOLOL, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer LSU and Seller OLOL shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12Article; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 by it or its representatives.

Appears in 1 contract

Samples: Master Affiliation Agreement

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Sellers Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 13 with respect to such information. Each of Buyer and Seller Sellers shall (iv) enforce the terms of this Article 12 13 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1213; and (vi) be responsible and liable for any breach of the provisions of this Article 12 13 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")the Disclosing Party. Each of Buyer Buyer, Parent and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating and consummating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Parent or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Parent, and Seller shall Sellers shall: (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of the Seller Representative with respect to Confidential Information of Seller(eachSellers (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 XII with respect to such information. Each of Buyer and Seller Sellers shall (iv) enforce the terms of this Article 12 XII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XII; and (vi) be responsible and liable for any breach of the provisions of this Article 12 XII by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Joy Global Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated TransactionsTransactions or as otherwise specifically permitted by this Agreement; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")Buyer. Each of Buyer and Seller shall each disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions or for any other purpose specifically permitted by this Agreement, and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 9 with respect to such information. Each of Buyer and Seller shall each (ivA) enforce the terms of this Article 12 9 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 129; and (viC) be responsible and liable for any breach of the provisions of this Article 12 9 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Software License Agreement (On Site Sourcing Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or the Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and the Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 9 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 9 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 129; and (vi) be responsible and liable for any breach of the provisions of this Article 12 9 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allis Chalmers Energy Inc.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Onelink Inc)

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Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of FindWhat or Buyer with respect to Confidential Information of FindWhat or Buyer (each, a "Buyer Contact"). Each of FindWhat and Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer FindWhat, Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer FindWhat, Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Findwhat Com Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller or IEA with respect to Confidential Information of Seller(eachSeller or IEA (each, a "Seller Contact") or an authorized representative of Buyer or Fortco Plastics with respect to Confidential Information of Buyer or Fortco Plastics (each, a "Buyer Contact"). Each of Buyer and Fortco Plastics, on the one hand, and Seller and IEA, on the other hand, shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Fortco Plastics, Seller or SellerIEA, as the case may be, of the obligations of this Article 12 9 with respect to such information. Each of Buyer Buyer, Fortco Plastics, Seller and Seller IEA shall (ivx) enforce the terms of this Article 12 9 as to its respective representatives; Representatives, (vy) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; 9 and (viz) be responsible and liable for any breach of the provisions of this Article 12 9 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Industrial Enterprises of America, Inc.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Bob Evans Farms Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactionstransactions contemplated herein; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 13 with respect to such information. Each of Buyer and Seller shall (ivi) enforce the terms of this Article 12 13 as to its respective representativesRepresentatives; (vii) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1213; and (viiii) be responsible and liable for any breach of the provisions of this Article 12 13 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Share Purchase Agreement (Aerosonic Corp /De/)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactionstransactions contemplated hereby; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an any authorized representative of Seller Purchaser with respect to Confidential Information of Seller(eachPurchaser (each, a "Seller Purchaser Contact") or an authorized representative of Buyer Vendor with respect to Confidential Information of Buyer Vendor (each, a "Buyer Vendor Contact"). Each of Buyer Vendor and Seller Purchaser and Workstream shall disclose the Confidential Information of the other party only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer Vendor, Purchaser or Seller, Workstream as the case may be, of the obligations of this Article 12 10 with respect to such information. Each of Buyer Vendor, Purchaser and Seller Workstream shall (iv) enforce the terms of this Article 12 10 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 1210; and (vi) be responsible and liable for any breach of the provisions of this Article 12 10 by it or its representatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Workstream Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")the Disclosing Party. Each of Buyer Buyer, Parent and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating and consummating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Parent or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Parent, and Seller shall shall: (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to {W0911334.1} cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12Article; and (vi) be responsible and liable for any breach of the provisions of this Article 12 VIII by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Caraustar Industries Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative Representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Contact") or an authorized representative Representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stewart & Stevenson Funding Corp.)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose EXECUTION VERSION other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Parties with respect to Confidential Information of Seller(eachSellers or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer Buyer, Sellers and Seller Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Sellers or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such informationConfidential Information. Each of Buyer Buyer, Sellers and Seller Shareholders shall (ivx) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vy) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viz) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lam Research Corp)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Parascript with respect to Confidential Information of Seller(eachParascript (each, a "Seller “Parascript Contact") or an authorized representative of Buyer Mitek with respect to Confidential Information of Buyer Mitek (each, a "Buyer “Mitek Contact"). Each of Buyer Mitek and Seller Parascript shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Mitek or SellerParascript, as the case may be, of the obligations of this Article 12 15 with respect to such information. Each of Buyer Mitek and Seller Parascript shall (iv) enforce the terms of this Article 12 15 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1215; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 15 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (Mitek Systems Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions or as otherwise provided herein and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or the Company (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 ARTICLE XI with respect to such information. Each of Buyer and Seller shall (iv1) enforce the terms of this Article 12 ARTICLE XI as to its respective representatives; Representatives, (v2) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; ARTICLE XI and (vi3) be responsible and liable for any breach of the provisions of this Article 12 ARTICLE XI by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Limited Liability Company Membership Interest Purchase Agreement (Britesmile Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 11 with respect to such information. Each of Buyer and each Seller shall (iv) enforce the terms of this Article 12 11 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1211; and (vi) be responsible and liable for any breach of the provisions of this Article 12 11 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kimball Electronics, Inc.)

Restricted Use of Confidential Information. Subject to subsection (ah) Each below, except as otherwise required by any Legal Requirement, each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information to the extent allowed by law (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller LSU with respect to Confidential Information of Seller(each, a "Seller Contact") LSU or an authorized representative of Buyer the LGHS CEO with respect to Confidential Information of Buyer (each, a "Buyer Contact")LGHS or the UHC CEO with respect to the Confidential Information of UHC. Each of Buyer LGHS, UHC, and Seller LSU shall disclose the Confidential Information of the other party Party only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer LSU, LGHS, or SellerUHC, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer LSU, LGHS, and Seller UHC shall (ivi) enforce the terms of this Article 12 as to its respective representatives; (vii) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12Article; and (viiii) be responsible and liable for any breach Breach of the provisions of this Article 12 by it or its representatives.

Appears in 1 contract

Samples: Cooperative Endeavor Agreement by And

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Xxxxx, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall will be kept confidential by the Receiving Party; , (ii) shall will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall will disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 11 with respect to such information. Each of Buyer and Seller shall will (ivA) enforce the terms of this Article 12 11 as to its respective representatives; Representatives, (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; 11 and (viC) be responsible and liable for any breach of the provisions of this Article 12 11 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Servotronics Inc /De/)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller PRB with respect to Confidential Information of Seller(eachPRB or Shareholders (each, a "Seller PRB Contact") or an authorized representative of Buyer PACIFIC with respect to Confidential Information of Buyer PACIFIC (each, a "Buyer PACIFIC Contact"). Each of Buyer PACIFIC and Seller PRB and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer PACIFIC, PRB or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer PACIFIC, PRB and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Product License and Distribution Agreement (Bi-Optic Ventures Inc)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eacha Seller or Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Sellers, or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Sellers, and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Big Dog Holdings Inc)

Restricted Use of Confidential Information. (a) 12.2.1 Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Equityholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer or Isonics (each, a "Buyer Contact"). Each of Buyer and Isonics, on the one hand, and Seller and Equityholder, on the other hand, shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Isonics, Seller or SellerEquityholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Isonics, Seller and Seller Equityholder shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isonics Corp)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. From and after the Closing, the provisions of this Section shall not apply to or restrict in any manner Buyer’s use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nexgen Biofuels LTD)

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Members (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Members shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerMembers, as the case may be, of the obligations of this Article 12 XIII with respect to such information. Each of Buyer Buyer, Seller and Seller Members shall (iv) enforce the terms of this Article 12 XIII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XIII; and (vi) be responsible and liable for any breach of the provisions of this Article 12 XIII by it or its representativesRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tvi Corp)

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