Seller Confidentiality Agreements Sample Clauses

Seller Confidentiality Agreements. Within ten (10) Business Days following the date hereof, Seller shall request that all Persons who executed a confidentiality agreement with HFSG or any of its Affiliates since January 1, 2016 relating to the potential sale of the Business (each, a “Seller Confidentiality Agreement”) return or destroy all confidential information heretofore furnished to such Person by or on behalf of Seller or its Affiliates in accordance with the terms of such Seller Confidentiality Agreement. Following the Closing, Seller shall notify Buyer in the event that it becomes aware of a breach of any Seller Confidentiality Agreement, and, if so directed by Buyer, shall enforce its rights under such Seller Confidentiality Agreement for Buyer’s benefit, at Buyer’s sole expense.
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Seller Confidentiality Agreements. At the request of and as reasonably directed by Buyer, Seller will enforce, at Buyer’s expense, any confidentiality or non-disclosure agreement that Seller has entered into with any Third Party pursuant to which it has disclosed any portion of the Seller Manufacturing Process or the Transferred Technology. Seller will provide Buyer with copies of any such agreements at Buyer’s reasonable request.
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Seller Confidentiality Agreements. Following the Closing, Seller and its Affiliates shall notify Purchaser in the event they become aware of a breach of the Seller Confidentiality Agreements, and, if so directed by Purchaser, shall enforce such rights for Purchaser’s benefit, to the extent it is reasonable to do so. Purchaser shall promptly pay to Seller and its Affiliates all reasonable expenses of Seller and its Affiliates, including their direct costs for the time of their employees, as a result of such enforcement efforts. Prior to the Closing, Seller shall deliver to the Seller Subsidiaries copies of all Seller Confidentiality Agreements.
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Seller Confidentiality Agreements. At the Closing, Seller or its applicable Affiliates shall assign to Buyer or, if designated by Buyer, HRS, all of their rights under any Seller Confidentiality Agreement relating to confidentiality obligations of any Alternate Bidder (and related remedies in the event such Alternate Bidder breaches such obligations) with respect to any “Evaluation Materials” (as such term is defined in the Confidentiality Agreement) that are related to HRS or the Business, to the extent such rights are assignable or the assignment thereof would not violate any confidentiality provision of any such Confidentiality Agreement. Following the Closing, to the extent such rights are not assignable to Buyer or, if designated by Buyer, HRS, or the assignment thereof would violate any confidentiality provision thereunder, Seller shall promptly notify Buyer in writing in the event it becomes aware of a breach of any Seller Confidentiality Agreement, and, if so directed by Buyer, shall enforce its rights under such Seller Confidentiality Agreement for Buyer’s benefit, at Buyer’s sole expense.
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Seller Confidentiality Agreements. At the Closing, Seller shall assign to Purchaser Seller’s rights under any Seller Confidentiality Agreement relating to confidentiality or use obligations or restrictions of any Person (and related remedies in the event such Person breaches such obligations or restrictions) with respect to any confidential information related to any Bank Entity or the business of any Bank Entity and any applicable non-solicitation and non-hire provisions with respect to the Business Employees, except to the extent such assignment is prohibited by the terms of such Seller Confidentiality Agreement. As used herein, “Seller Confidentiality Agreement” means each confidentiality or similar agreement (other than the Confidentiality Agreement) entered into by Seller or any of its Affiliates (other than a Bank Entity) in connection with the consideration of a possible sale of any Bank Entity or their respective businesses.
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Seller Confidentiality Agreements. Following the Closing, with respect to any confidentiality agreement entered into between any Person (other than Buyer or its 50213729.30 Affiliates), on one hand, and Seller or its Affiliates, on the other hand, since January 1, 2020 in connection with the consideration of a possible acquisition of the Business, Seller shall promptly notify Buyer in writing in the event it becomes aware of a breach of any such confidentiality agreement with respect to any “Information” or similar material or information covered by such confidentiality agreement that are related to the Business and, if so directed by Buyer, shall enforce its rights under such confidentiality agreement for Xxxxx’s benefit, at Xxxxx’s sole expense.
Sample 1
Seller Confidentiality Agreements. Holdco shall promptly request that all Persons who executed a confidentiality agreement with Sellers or their respective Affiliates in connection with the consideration of a possible acquisition of the Business (each a “Seller Confidentiality Agreement”) return, or destroy, all confidential information heretofore furnished to such Persons by or on behalf of Sellers or their respective Affiliates subject to the terms of such Seller Confidentiality Agreement. At the Closing, Sellers or their respective Affiliates shall assign to Purchaser all of their rights under any Seller Confidentiality Agreement relating to confidentiality obligations of any Person (and related remedies in the event such Person breaches such obligations) with respect to any “Confidential Information” (as such term is defined in the Seller Confidentiality Agreement) that are related to the Business and the non-solicitation and any applicable non-hire provisions with respect to Business Employees, to the extent such rights are assignable. Following the Closing and during the term of the applicable Seller Confidentiality Agreement, to the extent such rights are not assignable to Purchaser, Holdco shall promptly notify Purchaser in writing in the event it becomes aware of a breach of any Seller Confidentiality Agreement, and, if so directed by Purchaser, shall enforce its rights under such Seller Confidentiality Agreement for Purchaser’s benefit, at Purchaser’s sole expense.
Sample 1
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Related to Seller Confidentiality Agreements

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this Agreement.

  • Prior Confidentiality Agreement As of the Effective Date, the terms of this Article 13 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties (or their Affiliates) relating to the subject of this Agreement, including the Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

  • Employee Confidentiality Agreements The members of each Group have entered into confidentiality and non- disclosure agreements with their respective employees. To the extent that any employee during or after employment violates any such agreement and such violation is or may in the future be to the detriment of the other Group, at the written request of the affected party, the other party shall, or shall cause the appropriate members of its Group to, promptly bring and diligently pursue an action against such employee if and to the extent reasonable under the circumstances to preserve the value of the assets and Licensed Materials. The Group member employing the employee violating his/her confidentiality and non- disclosure agreement shall have the unilateral right to determine the forum for, the manner of proceeding in, and legal counsel for such action and shall be entitled to any damages or other relief against such employee awarded in such action to the extent related to such Group's assets or business or to the Licensed Materials. Such enforcement against and recovery by a Group member from its breaching employee shall not constitute a release or sole remedy for the members of the other Group injured by such breaching employee's actions, and such members of the other Group may bring a claim against the Group members employing the breaching employee for a breach of this Agreement. Each party shall bear all out-of-pocket costs of pursuing such action and the other party shall cooperate in connection therewith.

  • Confidentiality Agreement As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Company’s At‑Will Employment, Confidential Information, Invention Assignment, Nonsolicitation, and Arbitration Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply.

  • Confidentiality; Press Releases 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:

  • Invention Assignment and Confidentiality Agreement The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

  • Confidentiality and Press Releases (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretion.

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Non Competition and Confidentiality The Executive agrees that:

  • Confidentiality and Non-Competition Agreement All employees of the Group Companies with access to Groups Companies’ confidential information have entered into a standard confidentiality and non-competition agreements. To the best of knowledge of the Group Companies, none of these employees are in breach of such agreements in any material respect. To the best knowledge of the Group Companies and except as disclosed in the Disclosure Schedule, none of the Key Employees (as defined below) is obligated under any contract, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Group Companies’ businesses as proposed to be conducted. To the best knowledge of the Group Companies, neither the execution or delivery of this Agreement or the other Transaction Documents, nor the carrying on of the any Group Company’s businesses by its employees, nor the conduct of the any Group Company’s businesses as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated in any material respect.

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