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
You understand and agree that neither the Company nor any of its Representatives makes any representation or warranty, express or implied, on which you, your affiliates or your other Representatives may rely, as to the accuracy or completeness of the Evaluation Material for your, your affiliates’ or your other Representatives’ purposes and that only those representations and warranties made by us in writing in the Merger Agreement have any legal effect.
The Recipient shall maintain a record of the Recipient’s Representatives who have been provided with any Evaluation Material and what information was provided to them.
Subject to Section 3 below, the Evaluation Material shall be kept confidential and shall not, without the prior written consent of the Company, be disclosed by the Recipient or any of the Recipient’s Representatives, in whole or in part, and shall not be used by the Recipient or any of the Recipient’s Representatives, directly or indirectly, for any purpose whatsoever other than in connection with evaluating, negotiating, or advising with respect to a possible Transaction.
In consideration of the furnishing of the Evaluation Material by the Company, the Recipient agrees that: 1 The Recipient shall protect the confidentiality of all Evaluation Material.
The Recipient agrees, at its sole expense, to take all reasonable measures to restrain the Recipient’s Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material and, in the event of any loss or unauthorized disclosure of the Evaluation Material, to assist the Company in every reasonable way to regain possession of the Evaluation Material.
More Definitions of Evaluation Material
Evaluation Material shall have the meaning set forth in Section 9.10(a).
Evaluation Material has the meaning set forth in Section 7.3.
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 (a) all documents, materials and information relating, directly or indirectly, to (i) a Potential Transaction or (ii) the Company, its parent entities, its subsidiaries and their respective businesses, products, markets, conditions (financial or other), operations, assets, liabilities, results of operations, cash flows, plans and prospects, including, without limitation, technical, commercial, financial, accounting, legal and administrative information, in each case, which has been or will be furnished to you or any of your Representatives, in any format, in writing or orally, by or on behalf of the Company or any of its Representatives in connection with a Potential Transaction, together with all notes, analyses, compilations, studies, reports, forecasts, interpretations or other documents and materials prepared by or for you or any of your Representatives or by or for the Company or its subsidiaries or any of their respective Representatives and which is delivered, disclosed or furnished to you or any of your Representatives by or on behalf of the Company or any of its Representatives in connection with a Potential Transaction, and (b) (i) the fact that an evaluation of a Potential Transaction is occurring or has occurred, (ii) the fact that any Evaluation Material is being or has been made available to you and (iii) the existence of (x) any discussions, negotiations or agreements among any of you, the Company, its subsidiaries or any other person, in relation to a Potential Transaction, or (y) any of the terms, conditions or other facts with respect to a Potential Transaction, including the substance or status of any such discussions, negotiations or agreements. 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 violation hereof or any other obligation of confidentiality to which you or they are bound, (ii) prior to disclosure to you by or on behalf of the Company, was already in your or your Representatives’ possession (as demonstrated by your written records) lawfully and on a non-confidential basis, (iii) after disclosure to you by or on behalf of the Company, is disclosed to you or your Representatives (as demonstrated by your written records) from a source (other than the Company, any of its subsidiaries or their respective Representatives) that, to your knowle...
Evaluation Material has the meaning specified in Section 3.37.
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 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.