Evaluation Material shall have the meaning ascribed thereto in Section 6.3(a).
Evaluation Material has the meaning set forth in the Confidentiality Agreement.
Evaluation Material has the meaning set forth in Section 5.2(b).
Examples of Evaluation Material in a sentence
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.
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.
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.
Therefore, we agree to keep all Evaluation Material strictly confidential; provided however, that any of such Evaluation Material may be disclosed to our directors, officers or employees as well as our counsel, accounting firms and financial institution who need to know such information for the purpose of assisting us with our possible purchase of the Property.
More Definitions of Evaluation Material
Evaluation Material has the meaning set forth in Section 7.3.
Evaluation Material shall have the meaning set forth in Section 9.10(a).
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.
Evaluation Material means all information relating, directly or indirectly, to the Company or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or in which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives to the extent the same contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, 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 you or your Representatives in breach of this letter agreement, (ii) was within your possession prior to it being furnished to you by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (iv) is developed or derived by you or your Representatives without use of the Evaluation Material.
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 shall include all documents, and other written or oral information, as well as diskettes and other forms of electronically transmitted data, furnished to Buyer, a Permitted Assignee, or their respective officers, directors, employees, agents, advisors, Affiliates or representatives (collectively "Representatives") by Seller or its Affiliates relating to the Properties, as well as written memoranda, notes, analyses, reports, compilations, or studies prepared by Buyer or its Representatives (in whatever form of medium) that contain, or are derived from, such information provided by Seller. Notwithstanding the foregoing, information provided by Seller shall not constitute "Evaluation Material" if such information (i) is or becomes generally available to the public other than as a result of a disclosure by or through Buyer or its Representatives in contravention of this Section 9.10(a) or (ii) is or becomes available to Buyer from a source (other than Seller) not bound, to the knowledge of Buyer, by any legal or contractual obligation prohibiting the disclosure of Evaluation Material by such source to Buyer.
Evaluation Material means all information (whether written, oral or computerized) which is or has been furnished to Recipient or any of its Representatives by or on behalf of the Company (whether prepared by the Company, its advisors or otherwise), and all analyses, compilations, forecasts, studies or other documents prepared by Recipient or its Representatives that contain or reflect such information. “Evaluation Material” shall include, without limitation, all information relating to products, services, markets, customers, research, software, developments, inventions, designs, drawings, financial condition and results of operations, and trade secrets. Notwithstanding the foregoing, “Evaluation Material” shall not include information that (i) is or becomes generally available to the public other than as a result of an act or omission by Recipient or its Representatives, (ii) was in Recipient’s possession on a non-confidential basis prior to the providing of such information to Recipient pursuant to this Agreement, (iii) becomes available to Recipient on a non-confidential basis from a source other than the Broker or the Company or any of our respective representatives, or (iv) has been independently acquired or developed by Recipient or its Representatives without violating any of Recipient’s obligations under this Agreement or applicable law, provided that in the circumstances described in clause (ii) or (iii) of this Section 2, the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Broker or the Company with respect to such information.