Use and Disclosure of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party and such party’s Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party may make any disclosure of the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only to those of its Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party or any of such party’s Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees that, without the prior written consent of the other party, such party and such party’s Representatives will not disclose to any other person the fact that such party or such party’s Representatives have received Evaluation Material or that Evaluation Material has been made available to such party or such party’s Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or the appli...
Use and Disclosure of Evaluation Material. The Recipient recognizes and acknowledges the confidential nature of the Evaluation Material and the damage that would result to the Company if any information contained therein were disclosed to a third party or used in violation hereof. The Recipient hereby agrees that the Recipient and its Representatives will not use any of the Evaluation Material other than to evaluate, negotiate or structure a Possible Transaction. The Recipient hereby agrees that the Evaluation Material will be kept confidential and that the Recipient and its Representatives will not disclose to any other person (as defined below) any of the Evaluation Material except in compliance with this letter agreement; provided, however, that (i) the Recipient may make any disclosure of the Evaluation Material to which the Company gives its prior written consent and (ii) any of the Evaluation Material may be disclosed to the Recipient’s Representatives who need to know such information for the purpose of evaluating, negotiating or structuring a Possible Transaction and who agree, or who are otherwise subject to a contractual, legal or fiduciary obligation, to comply with the confidentiality and use restrictions hereof applicable to Representatives. In any event, the Recipient agrees that it shall be responsible for any breach of this letter agreement by the Recipient or any of its Representatives. It is understood and agreed that the Company may, in its sole discretion, from time to time upon notice to the Recipient, require that the Recipient refrain from disclosing Evaluation Material that is either competitively sensitive or commercially sensitive to Representatives that are the Recipient or the Recipient’s affiliates’ directors, officers or employees, in which case the Recipient shall refrain from disclosing Evaluation Material to such Representatives. In addition, the Recipient agrees that, without the prior written consent of the Company, neither the Recipient nor any of its Representatives shall, except as required by Law (as defined below) and in compliance with the next paragraph of this letter agreement or as among the Recipient and its Representatives, disclose to any other person the fact that the Recipient or any of its Representatives has received Evaluation Material or that Evaluation Material has been made available to the Recipient or its Representatives, that this letter agreement exists, that investigations, discussions or negotiations are taking place concerning a Possible...
Use and Disclosure of Evaluation Material. (a) Except as otherwise provided in this Agreement, Receiving Party hereby agrees that it and its Representatives shall:
Use and Disclosure of Evaluation Material. (a) Each Party hereby agrees, as a Receiving Party, that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction with the Disclosing Party and that the Evaluation Material will be kept confidential and that the Receiving Party and its Representatives will 2 not disclose any of the Evaluation Material in any manner whatsoever, provided, however, that the Receiving Party (i) may disclose the Evaluation Material that the Disclosing Party has agreed in writing may be disclosed, and (ii) the Evaluation Material may be disclosed to the Receiving Party's Representatives who need to know the information for the sole purpose of evaluating a possible transaction with the Disclosing Party, who agree to keep the Evaluation Material confidential and who are provided with a copy of this Agreement; provided further, that Highly Confidential Information will not be disclosed without the prior consent of both Parties and the approval of their respective outside legal counsel, except on a need to know basis to their outside legal counsel and to experts retained by them who agree to keep the Highly Confidential Information confidential and who are provided with a copy of this Agreement and agree to be bound by the terms hereof to the same extent as if they were parties hereto. In any event, the Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives and the Receiving Party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material.
Use and Disclosure of Evaluation Material. Effective as of the date of this Amendment, the last two sentences in the first paragraph of Section 2 of the Agreement shall be amended in their entirety to read: “For the avoidance of doubt, you shall not disclose the Evaluation Material to MTCH. In any event, the Receiving Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by the Receiving Party or any of its Representatives, and, at its sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material.”
Use and Disclosure of Evaluation Material. (a) Except as otherwise provided in this Agreement, each party hereby agrees that it and its Representatives shall: (i) use the Evaluation Material of the other party solely for the purpose of evaluating and negotiating a possible transaction between the parties; (ii) keep the Evaluation Material of the other party confidential in accordance with the terms of this Agreement; and (iii) not disclose any Evaluation Material of the other party except in accordance with the terms of this Agreement; provided, that the Receiving Party may disclose any Evaluation Material of the Disclosing Party to the Receiving Party’s Representatives who need to know such information for the purpose of evaluating, negotiating and financing a possible transaction between the parties, provided, that the Receiving Party’s Representatives are informed of the confidential nature of such Evaluation Material.
Use and Disclosure of Evaluation Material. The Stockholder shall hold in strictest confidence, and shall not disclose to any person, any Evaluation Material without the prior written consent of the Company. The Stockholder shall disclose Evaluation Material received by it under this Agreement only to persons within its organization who have a need to know such Evaluation Material in the course of the performance of their duties and who are bound to protect the confidentiality of such Evaluation Material. In addition, without the prior written consent of the Company, the Stockholder shall not disclose to any third person the terms, conditions or other facts with respect to the Financing, or the fact that discussions are taking place and that Evaluation Material is being shared.
Use and Disclosure of Evaluation Material. (a) Receiving Party agrees that it shall, and that it shall use commercially reasonable efforts to cause its Representatives to:
Use and Disclosure of Evaluation Material
