Evaluation Material means any and all information concerning the Company (whether prepared by the Company, its advisors or otherwise and irrespective of the form of communication) that is furnished to you or to your Representatives now or in the future by or on behalf of the Company. The term "Evaluation Material" does not include information which (a) is or becomes available to the public generally (other than as a result of a disclosure by your or one of your Representatives), (b) was within your possession prior to the date hereof or prior to its being furnished to you by or on behalf of the Company, provided that the source of such information was not bound by a confidentiality agreement of which you have actual knowledge with or other contractual, legal or fiduciary obligation of confidentiality to the Company of which you have actual knowledge or any other party with respect to such information of which you have actual knowledge, (c) becomes available to you on a non-confidential basis from a source other than the Company or one of its Representatives, provided that such sources is not bound by a confidentiality agreement of which you have actual knowledge with or other contractual, legal or fiduciary obligation of confidentiality to the Company of which you have actual knowledge or any other party with respect to such information of which you have actual knowledge, or (d) was independently developed by you without reference to the Evaluation Material.
Evaluation Material means any information or data concerning the Company or any of its Affiliates or any of their respective assets, liabilities or businesses, whether in oral, visual, written, electronic or other form, together with all notes, memoranda, summaries, analyses, forecasts, data, studies, compilations, interpretations and other writings relating thereto that are prepared by you or any of your Representatives using or incorporating, or otherwise derived from, in whole or in part, any such information or data. Notwithstanding the foregoing, “Evaluation Material” does not include information or data that you can demonstrate (i) is or becomes generally available to the public, other than as a result of disclosure by you or your Affiliates or Representatives, (ii) is or becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives or Affiliates or any Business Relations, so long as that source is not prohibited contractually, legally or on a fiduciary basis from disclosing such information or data to you on a non-confidential basis or (iii) is or was independently developed by you or your Representatives without the benefit of any Evaluation Material or in breach of this Agreement.
Examples of Evaluation Material in a sentence
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity.
The Evaluation Material furnished to us will be used by us solely for evaluating a possible transaction exclusively for our own account, as principal in the transaction, and not as a broker or agent for any other person.
Although you have endeavored to include in the Evaluation Material information which you believe to be relevant for the purpose of helping us in our evaluation of the Property for possible purchase, we understand and acknowledge that neither the owner (“Owner”) of the Property nor Cushman & Wakefield | Thalhimer make any representation or warranty to us as to the accuracy or completeness of the Evaluation Material except as set forth in a definitive agreement.
We also represent that no broker or agent represents us or will represent us in any possible transactions involving the Property unless we disclose it in writing to Cushman & Wakefield | Thalhimer prior to the receipt of the Evaluation Material and that we fully agree to compensate our broker or agent.
We agree that the Owner and Cushman & Wakefield | Thalhimer shall not have any liability to us as a result of our use of the Evaluation Material except as set forth in a definitive agreement and it is understood that we are expected to perform such due diligence investigations and inspections of the Property as we deem necessary or desirable and as permitted by agreement with the Owner of the Property.
More Definitions of Evaluation Material
Evaluation Material means information concerning the Provider which has been or is furnished to the Recipient or its Representatives (as defined below) in connection with the Recipient’s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient’s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information or (iv) is or has been independently developed by an employee, agent or contractor of the Recipient without use or reference to any information furnished by Provider or its Representatives.
Evaluation Material means all information concerning Owner or the Property (whether prepared by Owner, its Representatives or otherwise and irrespective of the form of communication) that has been furnished or is now or in the future furnished to Purchaser or to its Representatives by or on behalf of Owner and all other information or data received or discussed in connection with Purchaser’s inspections, reviews or examinations in respect of the Property. Evaluation Material shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by Purchaser or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to Purchaser or its Representatives pursuant hereto; provided, however, that the foregoing shall not require Purchaser to reveal or disclose to Owner in any manner any such notes, analyses, compilations, studies, interpretations or other documents prepared by Purchaser or its Representatives. The term Evaluation Material shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Purchaser or its Representatives, (ii) either (a) was within Purchaser’s or its Representatives’ possession prior to its being furnished to Purchaser or its Representatives by or on behalf of Owner, or (b) becomes available to Purchaser or its Representatives on a non-confidential basis from a source other than Owner or any of its Representatives, provided that in either (a) or (b) above, the source of such Evaluation Material is not known by Purchaser or its Representatives to be (or such source should not be reasonably known by Purchaser or its Representatives to be) bound by a confidentiality agreement with, or other obligation of secrecy to, Owner or its Representatives to treat such information confidentially.
Evaluation Material means any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to Xxxxxxxxxx in his capacity as a Board observer (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise), together with all notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part. The term “Evaluation Material” shall not include such information that (a) can be shown to have been or becomes available to Xxxxxxxxxx on a non-confidential basis from a source other than the Company or any of its affiliates not known by Xxxxxxxxxx, Basswood or any of their respective affiliates or Representatives to be bound by an agreement or obligation of confidentiality with respect to such information, (b) is or becomes generally available to the public other than as a result of a disclosure by Xxxxxxxxxx, Basswood or any of their respective affiliates or Representatives in violation of this Agreement, or (c) has been or is independently developed by Xxxxxxxxxx, Basswood or any of their respective affiliates or Representatives without the use of any Evaluation Material. Notwithstanding the foregoing, Xxxxxxxxxx may provide Evaluation Material to any Basswood officer or employee (each, a “Representative” (for the avoidance of doubt, Xxxxxxx Xxxxxxxxxx shall be a “Representative” for all purposes hereunder, including Section 4 hereof)) who has a need to know such information for the purpose of monitoring and seeking to enhance the value of the investments of Basswood’s clients in the Company provided that any such Representative provided with any such information shall keep it confidential to the same extent as Xxxxxxxxxx is required under this Agreement and use it only for such purposes; and, in any event, Basswood and Xxxxxxxxxx shall be responsible for any non-compliance with such confidentiality and use requirements by any Representative who is provided with such information. Basswood and Xxxxxxxxxx agree to take all reasonable measures to restrain their Representatives from prohibited or unauthorized disclosure of the Evaluation Material. In furtherance, and not in limitation, of the foregoing, Basswood and Xxxxxxxxxx shall, and shall instruct their Representatives to, use all reasonable and pruden...
Evaluation Material means any information, documents or materials regarding any Seller or the Company or any of its Subsidiaries furnished or made available to Buyer and its Representatives in any “data rooms”, “virtual data rooms” or management presentations or in any other form or manner (whether in writing, by e-mail, orally, visually or otherwise) in expectation of, or in connection with, the Contemplated Transactions, including the confidential information presentation and management presentation provided by the Financial Advisors and the legal summary provided by the Company.