Sensitive Business Information definition

Sensitive Business Information means all technical, economic, environmental, operational, financial or other business information (including books and records, presentations, communications, documents and other information) or material of one party which, prior to or following the Closing Date, has been disclosed by Purchaser, a Purchaser Sponsor or any of their respective Representatives (including the Transferred Entities following the Closing), on the one hand, or by Parent or its Representatives (excluding the Transferred Entities), on the other hand, to the other party in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other party, in each case including pursuant to the access provisions of Section 6.1 hereof or any other provision of this Agreement or any Ancillary Agreement, including (a) ideas and concepts for existing products, processes and services, (b) specifications for products, equipment and processes, (c) manufacturing and performance specifications and procedures, (d) engineering drawings and graphs, (e) technical, research and engineering data, (f) formulations and material specifications, (g) laboratory studies and benchmark tests, (h) service and operation manuals, (i) quality assurance policies, procedures and specifications, (j) evaluation or validation studies, (k) pending patent applications and all other know-how, methodologies, procedures, techniques and trade secrets related to research, engineering, development and manufacturing and (l) business information, including marketing and development plans, forecasts, projections, research and development agreements and customer and vendor information; provided that, for the avoidance of doubt, the parties acknowledge and agree that, after the Closing, all nonpublic information in Parent’s or any of its Representative’s possession regarding the Business or the Transferred Entities shall following the Closing be deemed “Sensitive Business Information” of Purchaser, the Purchaser Sponsors and their respective Representatives under this Agreement.

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Sensitive Business Information has the meaning set forth in Section 6.8.

Sensitive Business Information means all technical, economic, environmental, operational, financial or other business information (including books and records, presentations, communications, documents and other information) or material of one party which, prior to or following the Closing Date, has been disclosed by Purchaser or any of its Representatives (including the Transferred Entities following the Closing), on the one hand, or by Parent or its Representatives (excluding the Transferred Entities), on the other hand, to the other party in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other party, in each case including pursuant to the access provisions of Section 6.1 hereof or any other provision of this Agreement or the Transition Services Agreement, including (a) ideas and concepts for existing products, processes and services, (b) specifications for products, equipment and processes, (c) manufacturing and performance specifications and procedures, (d) engineering drawings and graphs, (e) technical, research and engineering data, (f) formulations and material specifications, (g) laboratory studies and benchmark tests, (h) service and operation manuals, (i) quality assurance policies, procedures and specifications, (j) evaluation or validation studies, (k) pending patent applications and all other know-how, methodologies, procedures, techniques and trade secrets related to research, engineering, development and manufacturing and (l) business information, including marketing and development plans, forecasts, projections, research and development agreements and customer and vendor information; provided that, for the avoidance of doubt, the parties acknowledge and agree that, after the Closing, all nonpublic information regarding the Business or the Transferred Entities shall, following the Closing, be deemed “Sensitive Business Information” of Purchaser and its Representatives under this Agreement.

Examples of Sensitive Business Information in a sentence

In the event that such protective order or other appropriate remedy is not obtained, Seller and its Subsidiaries shall furnish only that portion of Sensitive Business Information that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed Sensitive Business Information.
Notwithstanding the foregoing, the provisions of this Section 6.3(b) will not prohibit any retention of copies of records or any disclosure of Sensitive Business Information to the extent necessary to be included in a filing of Tax Returns of Seller or its Affiliates with any Governmental Authority; provided, that Seller shall remain bound by the confidentiality and non-disclosure obligations in this Section 6.3(b) with respect to any Sensitive Business Information retained after the Closing.
As soon as reasonably practicable after the date hereof, Parent shall, to the extent it has the right to do so under the applicable Pre-Closing Confidentiality Agreement, instruct each Person who executed a Pre-Closing Confidentiality Agreement to promptly return or destroy all Sensitive Business Information in the possession of such Person.
Seller, on behalf of itself and its Affiliates, acknowledges that following the Closing, the Sensitive Business Information will constitute proprietary and trade secret information (as applicable) of Purchaser and its Affiliates (including the Transferred Entities).
If such protective order or other appropriate remedy is denied and Parent is nonetheless required to disclose Sensitive Business Information, Parent will furnish only that portion of the Sensitive Business Information that is legally required or requested to be disclosed and will exercise its reasonable efforts, at Purchaser’s expense, to obtain reliable assurance that confidential treatment will be accorded to any such information that is legally required or requested to be disclosed.
Seller’s obligations of confidentiality, nondisclosure and non-use with respect to Sensitive Business Information required by this Section 6.3(b) shall not apply to Sensitive Business Information that Seller may need to use to enforce any of its rights or defend any claim brought in connection with this Agreement or any Transaction Documents.
Notwithstanding the foregoing, if Seller is required to disclose any Sensitive Business Information relating to any Transferred Entity and/or the Business pursuant to any applicable Law, rule or regulation, Seller will promptly (if permitted by Law) notify Purchaser in writing of any such requirement so that Purchaser, at its cost, may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.
Notwithstanding the foregoing, if Purchaser is required to disclose any Sensitive Business Information relating to the Retained Businesses pursuant to any applicable Law, rule or regulation, Purchaser will promptly (if permitted by law) notify Seller in writing of any such requirement so that Seller, at its cost, may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

More Definitions of Sensitive Business Information

Sensitive Business Information means all non-public technical, economic, environmental, operational, financial or other business information (including books and records, presentations, communications, documents and other information) or material of one party which, prior to or following the date hereof, has been disclosed by the Buyer or any of its Affiliates (including the Company and its Subsidiaries following the Closing), on the one hand, or by the Company or any of its Subsidiaries, the Sellers or the Sellers Representative or any of its or their respective Affiliates, on the other hand, to the other party in written, oral (including by recording), electronic, or visual form to the other party, in each case including pursuant to the provisions of Section 6.8 hereof or any other provision of this Agreement or the Ancillary Agreements, including (a) ideas and concepts for existing products, processes and services, (b) specifications for products, equipment and processes, (c) manufacturing and performance specifications and procedures, (d) engineering drawings and graphs, (e) technical, research and engineering data, (f) formulations and material specifications, (g) laboratory studies and benchmark tests, (h) service and operation manuals, (i) quality assurance policies, procedures and specifications, (j) evaluation or validation studies, (k) pending patent applications and all other know-how, methodologies, procedures, techniques and trade secrets related to research, engineering, development and manufacturing and (l) business information, including marketing and development plans, forecasts, projections, research and development agreements and customer and vendor information.

Sensitive Business Information means the non-public, business-related information of Regions that, if Processed without authorization or in violation of the Requirements, is reasonably likely to cause a material adverse impact on the business, operations, or security of Regions.