Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (NantHealth, Inc.), Asset Purchase Agreement (Allscripts Healthcare Solutions, Inc.)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsEquity Interests; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in with respect to or about the Purchased Assets Company or otherwise reasonably related to the Business or the Purchased AssetsEquity Interests. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law Requirements of Laws or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 3 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Impac Mortgage Holdings Inc), Equity Purchase Agreement
Confidential Nature of Information. Each party Party agrees that that, for a period of three (3) years after the Closing, it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party Parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein in this Agreement and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby by this Agreement are not consummated, each party Party will return to the other party Parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerBuyer or Parent, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares and the Business; provided, however, that that, after the Closing Closing, Buyer or Parent may use or disclose any confidential information included in the Purchased Assets Business or otherwise reasonably related to the Business or the Purchased AssetsBusiness. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party Party from a source other than the other partyParty, (ii) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iii) is independently developed by Seller or any of its Affiliates, (iv) is required to be disclosed under applicable law Law or judicial process, but only to the extent it must be disclosed, or (ivv) such party Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated herebyby this Agreement, or (vi) is disclosed or used by Seller or any of its Affiliates to enforce or protect its rights under this Agreement, in connection with Tax or other regulatory filings, litigation, financial reporting or any other reasonable business purpose. Prior to the Closing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of the Confidentiality Agreement shall prevail.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Monarch Casino & Resort Inc), Stock Purchase Agreement (Riviera Holdings Corp)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerSellers, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Equity Interests and the Purchased AssetsAssets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Equity Interests and the Purchased Assets or and may use other confidential information that is otherwise reasonably related to the Business or the Purchased AssetsAssets for purposes of the conduct of the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Proceedings and the Sale Procedures Order, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 2 contracts
Samples: Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc), Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent and Mergerco, to its their counsel, accountants, financial advisors advisors, shareholders or lenders, and in the case of Sellerthe Company, to its their counsel, accountants accountants, shareholders or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; providedPROVIDED, howeverHOWEVER, that after the Closing Buyer Effective Time, Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets assets of the Company as of the Effective Time or otherwise reasonably related to the Business assets or business of the Purchased AssetsCompany. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 2 contracts
Samples: Supplemental Agreement (Patron Systems Inc), Supplemental Agreement (Patron Systems Inc)
Confidential Nature of Information. Each party agrees that it will, and will cause its agents and representatives to, treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith; provided, that each party shall be permitted to retain one copy of such nonpublic documents and materials in confidential restricted access files for disclosure only as may be required by Requirements of Law or in the event a dispute arises with the other party or parties hereto. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its Affiliates, counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law law, regulation or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Gleacher & Company, Inc.), Asset Purchase Agreement (First Albany Companies Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or and lenders, and in the case of SellerSellers, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsAssets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or and may use other confidential information that is otherwise reasonably related to the Business or the Purchased AssetsAssets for purposes of the conduct of the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Proceedings, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Venture Europe Inc), Asset Purchase Agreement (Venture Holdings Co LLC)
Confidential Nature of Information. Each party agrees The following paragraph is subject to any disclosure requirements under the Bankruptcy Code or imposed by the Bankruptcy Court: Buyer on the one hand and Sellers on the other hand, each agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party at the request of the disclosing party, will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and all transcripts, notes and summaries thereof. Such non-public documents, materials and information shall not be communicated to any third Person (other than, in the case of than to Buyer, to its counsel, accountants, financial advisors or lenders, ’s and in the case of Seller, to its Sellers’ counsel, accountants or financial advisors, in each case subject to the recipient’s agreement to keep the same confidential). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or Purchased Assets and the Purchased AssetsBusiness. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other disclosing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, agents or (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed. Notwithstanding clause (iii) of the preceding sentence, in the event that any party is required to disclose any confidential information by applicable law, judicial process or (iv) rule of any national securities exchange, it is agreed that the party subject to such requirement will provide the other party with prompt notice of such requirement and such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated herebymay seek an appropriate protective order if it so desires.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Capital Growth Systems Inc /Fl/), Asset Purchase Agreement (Capital Growth Systems Inc /Fl/)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bearcom Group Inc), Asset Purchase Agreement (Wireless International Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the any other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic non-public documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Stats Chippac Ltd.), Asset Purchase Agreement (Lsi Corp)
Confidential Nature of Information. Each party of BCBSF, Buyer, Seller and Company agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, however, provided that after the Closing Buyer and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or its assets or business provided, however, that any such use or disclosure of such confidential information by Buyer or the Purchased AssetsCompany shall be within the scope of the ordinary course of their respective businesses. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coventry Health Care Inc)
Confidential Nature of Information. Each party agrees ---------------------------------- that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of the Buyer, to its counsel, accountants, financial advisors advisors, potential investors or lenders, and in the case of Sellerthe Sellers, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of Merger. In the Purchased Assets; providedevent the transactions contemplated hereby shall not be consummated, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related each party will return to the Business or the Purchased Assetsother party all copies of nonpublic documents and materials that have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationwide Credit Inc)
Confidential Nature of Information. Each party Buyer agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding Seller, the other party Company or any Subsidiary during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will Buyer shall return to the other party Seller all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by Buyer from such information (and confirm to Seller in writing that it has done so). Such documents, materials and information shall not be communicated to any third Person (other than, in the case of than Buyer, to its ’s counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Buyer shall not use any such confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares; provided, however, that after the Closing Buyer may use or disclose any confidential information included in of the Purchased Assets Company or otherwise reasonably related to the Business or the Purchased Assetsany Subsidiary. The obligation of each party Buyer to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party Buyer from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party Buyer or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party Buyer reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.. 52 Section 13.3
Appears in 1 contract
Samples: Final Draft Stock Purchase Agreement (Middleby Corp)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerSellers, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, however, provided that after the Closing Buyer and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it ---------------------------------- will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or its Affiliates during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will shall return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by such party from such information (and confirm to the other party in writing that it has done so). Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, than to its a party's counsel, accountants, financial advisors advisors, potential investors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any such confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsCompany Shares; provided, however, that -------- ------- after the Closing Buyer may use or disclose any confidential information included in of the Purchased Assets or otherwise reasonably related to the Business or the Purchased AssetsCompany. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, however, provided that after the Closing Buyer and the Companies may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Companies or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Companies and the Shareholder, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which which: (i) is or becomes available to such party on a non-confidential basis from a source other than the other such party, ; (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, ; (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, ; or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby, provided that the disclosing party gives reasonable prior notice to the other parties.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent or AcquisitionCo, to its their counsel, accountants, financial advisors advisors, lenders or lendersAffiliates, and in the case of Sellerthe Company and the Representative, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party from a source other than the other partysuch party or its agents, (iib) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, but the disclosing party must notify and consult with the non-disclosing party prior to such disclosure and, in any event, only disclose information to the extent it must be disclosedrequired under applicable law, or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby, provided that prior to making any such disclosure to obtain any consent or approval, the disclosing party shall obtain the written consent of the non-disclosing party.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent or Merger Sub, to its their counsel, accountants, financial advisors accountants or lendersAffiliates, and in the case of Sellerthe Securityholders’ Agent, to its counsel, accountants their counsel or financial advisorsaccountants). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time, Parent and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party on a non-confidential basis from a source other than such party or its agents who is not bound by a confidentiality agreement with the other partydisclosing party or any of its Representatives or otherwise under an obligation to the disclosing party or any of its Representatives not to disclose such information, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, or (iii) is required to be disclosed under applicable law or judicial processprocess or by the rules of any securities exchange or self-regulatory organization applicable to such party or any direct or indirect parent or Affiliate of such party, but only to the extent it must required to be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerSellers, to its their counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, however, provided that after the Closing Buyer and each member of the Group may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Group or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Med Technologies Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerParent, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent, to its counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Company and the Stockholder Representative, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransactions contemplated hereby; provided, however, that after the Closing Buyer Closing, Parent and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allscripts Healthcare Solutions Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of GE and Buyer, to its their counsel, accountants, financial advisors or lenders, and in the case of SellerParent and the Company, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Closing, Buyer and GE may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.shall
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerPurchaser, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or ANNEX A financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer Purchaser may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or its Affiliates during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will shall return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by such party from such information (and confirm to the other party in writing that it has done so). Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, than to its a party’s counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any such confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransactions contemplated by this Agreement; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in (i) of the Purchased Assets Company Group or otherwise reasonably the Business (other than the Seller Business), or (ii) related to the Business or Contributed Assets and the Purchased AssetsAssumed Liabilities. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the such other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial processRequirements of Law, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Asset Contribution and Equity Purchase Agreement (West Corp)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent and Mergerco, to its their counsel, accountants, financial advisors advisors, shareholders or lenders, and in the case of Sellerthe Company, to its their counsel, accountants accountants, shareholders or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time, Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets assets of the Company as of the Effective Time or otherwise reasonably related to the Business assets or business of the Purchased AssetsCompany. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Supplemental Agreement (Combined Professional Services Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, than to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsStock; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assetsof Delta. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems disclosure necessary to disclose to obtain any of the consents or approvals contemplated hereby. Seller recognizes that it has had access to confidential and proprietary information of Delta, in particular trade secrets and know-how, and covenants and agrees that it shall cease using such information for any purpose following the Closing and shall not disclose such information to any Person.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Engineering Animation Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent and Mergerco, to its their counsel, accountants, financial advisors or lenders, and and, in the case of Sellerthe Company and the Shareholder Representative, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; providedPROVIDED, howeverHOWEVER, that after the Closing Buyer Effective Time, Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets assets of the Company as of the Effective Time or otherwise reasonably related to the Business assets or business of the Purchased AssetsCompany. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares; provided, however, that after the Closing Buyer may use or disclose any confidential information included in with respect to or about the Purchased Assets Company or otherwise reasonably related to the Business or the Purchased AssetsShares. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial processRequirements of Laws, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated herebyhereby or by the Merger Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Citizens Republic Bancorp, Inc.)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or of after the date of this Agreement), the investigation provided for herein pursuant to section 5.01 and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not consummatedbe consummated , each party will return to the other party all copies of nonpublic non-public documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, than to its their respective counsel, accountants, financial advisors or lenders, ) and in shall not be used for any purpose to the case detriment of Seller, to its counsel, accountants or financial advisors)the other party. No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransaction hereunder; provided, however, that after the Closing Buyer TDI may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business business of Columbus or the Purchased Assetsassets acquired hereunder. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than that the other party, except from insiders and affiliates of such other party, (ii) is or becomes available to the public other than that as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, ; or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Travel Dynamics Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and and, in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; providedPROVIDED, howeverHOWEVER, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it ---------------------------------- will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of the Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Shareholders, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, -------- however, that after the Closing the Buyer and the Company may use or disclose ------- any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person party (other than, in the case of BuyerParent or Merger Sub, to its their counsel, accountants, financial advisors accountants or lendersAffiliates, and in the case of Sellerthe Acquired Companies and the Securityholders’ Agent, to its counsel, accountants their counsel or financial advisorsaccountants). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time, Parent and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business any Acquired Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party from a source other than the other partysuch party or its agents, (iib) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, disclosed or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals Consents contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerBuyers, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, however, provided that after the Closing Buyer Buyers and the Company may use or disclose any confidential information included to the extent reasonable and necessary in the Purchased Assets or otherwise reasonably related to operation of the Business or the Purchased AssetsCompany and its business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (ivdisclosed,(iv) such party reasonably deems necessary to disclose in order to obtain any of the consents or approvals contemplated herebyhereby or (v) all parties agree may be disclosed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aegis Consumer Funding Group Inc)
Confidential Nature of Information. Each party Party agrees that that, for a period of three (3) years after the Closing, it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party Parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein in this Agreement and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby by this Agreement are not consummated, each party Party will return to the other party Parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants accountants, financial advisors or financial advisorslenders). No other party Party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsInterests and the Business; provided, however, that that, after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets Business or otherwise reasonably related to the Business or the Purchased AssetsBusiness. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party Party from a source other than the other partyParty, (ii) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iii) is independently developed by Seller or any of its Affiliates, (iv) is required to be disclosed under applicable law Law or judicial process, but only to the extent it must be disclosed, or (ivv) such party Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated herebyby this Agreement, or (vi) is disclosed or used by Seller or any of its Affiliates to enforce or protect its rights under this Agreement, in connection with Tax or other regulatory filings, litigation, financial reporting or any other reasonable business purpose. Prior to the Closing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of the Confidentiality Agreement shall prevail.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Full House Resorts Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors advisors, lenders or lendersAffiliates, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransactions contemplated by this Agreement; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or its assets or business (excluding OpCo and its assets held and business operated after the Purchased AssetsClosing). The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party from a source other than the other partysuch party or its agents, (iib) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, disclosed and after prior notice has been given to the other party or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby, but only after prior notice has been given to the other party.
Appears in 1 contract
Samples: Equity Purchase Agreement (Health Care Reit Inc /De/)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewithRelated Documents. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerPurchaser, to its counsel, accountants, financial advisors or lenders, and in the case of SellerCompany, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsSale; provided, however, that after the Closing Buyer Date, Purchaser may use or disclose any confidential information included in the Purchased Assets assets of Company as of the Closing Date or otherwise reasonably related to the Business assets or the Purchased Assetsbusiness of Company. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law law, stock exchange regulation or judicial process, but only to the extent it must be discloseddisclosed (as determined by applicable counsel), or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Russ Berrie & Co Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party or destroy all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person party (other than, in the case of BuyerParent or Merger Sub, to its their counsel, accountants, financial advisors accountants or lendersAffiliates, and in the case of Sellerthe Acquired Companies and the Securityholders’ Agent, to its counsel, accountants or financial advisorstheir Representatives). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time, Parent and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business any Acquired Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party on a non-confidential basis from a source other than the such party or its agents, provided that such source is not known by such party to be bound by any contractual or other partyobligation of confidentiality to any other Person with respect to such information, (iib) is or becomes generally available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, disclosed or (ivd) such party reasonably deems the Company and Parent mutually deem necessary to disclose to obtain any of the consents or approvals Consents contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party Party agrees that it will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other party Party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or and potential lenders, and in the case of Seller, to its their counsel, accountants or and financial advisors). No other party Party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsAssets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets and may use or disclose other confidential information that is otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party Party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party Party from a source other than the disclosing Party, provided such other partysource was not, and such Party would have no reason to believe such source was, subject to a confidentiality obligation in respect of such information, (ii) is or becomes available to the public other than as a result of disclosure by such party Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such party Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Nondisclosure Agreement (International Fight League, Inc.)
Confidential Nature of Information. Each party agrees that it will shall, and shall cause each of its Affiliates and its and their respective shareholders, members, managers, directors, officers, employees, agents and representatives (collectively, "REPRESENTATIVES") to, treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other thanPerson, in except to employees, Representatives or Affiliates of Buyer or Seller with a need to know and such Persons shall be informed of the case confidential nature of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors)such information. No other party such Person shall use any such confidential information obtained from the other in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after Licenses and consummating the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assetstransactions contemplated hereby. The obligation of each party to treat such documents, materials and other information in confidence confidence, or to keep such documents, materials and other information in confidence, shall not apply to any information which (ia) is or becomes available to such a party hereto from a source other than the other partyparty hereto which source, to the knowledge of such party hereto, is not bound by an obligation of confidentiality with respect to such information, (iib) is or becomes available to the public other than as a result of disclosure by such a party hereto or its agentsAffiliates or Representatives, (iiic) is required to be disclosed under applicable law Law or judicial process, but only to the extent it must be disclosed, (d) is independently developed by such party without reference to the confidential information of the other party; or (ive) such a party reasonably deems necessary to disclose to a Governmental Authority in order to obtain any of the consents or approvals contemplated hereby. In the event a party reasonably deems necessary the disclosure of this Agreement to a Governmental Authority, the parties shall use reasonable commercial efforts to secure confidential treatment of this Agreement by such Governmental Authority.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerBuyers, to its their counsel, accountants, financial advisors or lenders, and in the case of SellerCIT and Sellers, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer Closing, Buyers may use or disclose any confidential information included in the Purchased Assets or Assumed Liabilities or otherwise reasonably related to the Business Purchased Assets or the Purchased AssetsAssumed Liabilities. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party from a source other than the other such party, (iib) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, or to any Governmental Body having regulatory authority over such party or its Affiliates, but only to the extent it must be disclosed, or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerPurchaser, to its counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Company, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Acquired Assets; provided, however, that after the Closing Buyer Purchaser may use or disclose any confidential information included in the Purchased Acquired Assets or otherwise reasonably related to the Business Practice or the Purchased Acquired Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Navigant Consulting Inc)
Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event that such transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerSellers, to its their counsel, accountants or financial advisors). No other party Person shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchased AssetsPurchases Assets or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that after such party shall first notify the Closing Buyer may use or disclose other party of any confidential information included in such requirement and, if the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each other party desires, shall cooperate with that party to treat seek approval to prevent or limit such documentsdisclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, materials and other both parties agree in writing that such disclosure is necessary; (d) where the information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes generally available to the public other than as a result of a disclosure by such party Buyer or Sellers; or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its agents, (iii) is required to be disclosed under applicable law or judicial processexecution, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated herebyrequired by applicable federal securities law.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent and Mergerco, to its their counsel, accountants, financial advisors advisors, stockholders or lenders, and in the case of Sellerthe Company, to its their counsel, accountants accountants, stockholders or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; providedPROVIDED, howeverHOWEVER, that after the Closing Buyer Effective Time, Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets assets of the Company as of the Effective Time or otherwise reasonably related to the Business assets or business of the Purchased AssetsCompany. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or its Affiliates during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will shall return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewiththerewith and shall return or destroy all analyses, compilations, studies or other documents of or prepared by such party from such information (and confirm to the other party in writing that it has done so). Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, than to its a party's counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any such confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransactions contemplated by this Agreement; provided, however, that after the Closing Buyer Investor may use or disclose any confidential information included in of the Purchased Assets Company or otherwise reasonably related to the Business or the Purchased AssetsS&N DonJoy Mexico. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the such other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials (or certify to their destruction) which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials materials, and other information which that it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein of the Purchased Assets, and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which that have been furnished in connection therewith. Such documents, materials materials, and information shall not be communicated to any third Person person (other than, in the case of Buyer, than to its their respective counsel, accountants, financial advisors or lenders, ) and in shall not be used for any purpose to the case detriment of Seller, to its counsel, accountants or financial advisors)the other party. No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransaction hereunder; provided, however, that after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business of Sellers or the Purchased Assets. The obligation of each party to treat such documents, materials materials, and other information in confidence shall not apply to any information which that (ia) is or becomes available to such party from a source other than the other party, except from insiders and affiliates of such other party, (iib) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Crown Energy Corp)
Confidential Nature of Information. (a) Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent or Acquisition, to its their counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Company and the Representative, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets, but only to the extent so related. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Corp)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent or Sub, to its their counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Company and the Shareholder Representative, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMerger; provided, however, that after the Closing Buyer Effective Time Parent and the Surviving Corporation may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Company or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Agreement of Merger (Allscripts Healthcare Solutions Inc)
Confidential Nature of Information. Each party Buyer and each Seller agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, Sellers to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; or acceptance of the contribution of the Contributed Assets provided, however, however that after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets with respect to or about Sellers or otherwise reasonably related to the Business or the Purchased Assets or the Contributed Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law law, judicial process or judicial processthe rules of any stock exchange on which such party’s securities are listed, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Technical Olympic Usa Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsAssets and the enforcement of its rights hereunder and under the Ancillary Documents; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or and may use other confidential information that is otherwise reasonably related to the Business or the Purchased AssetsAssets for purposes of the conduct of the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which that (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Proceedings and the Sale Procedures Order, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicalogic/Medscape Inc)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisorsadvisors and such parties as may be reasonably required to obtain the third-party consents anticipated by this -49- Agreement). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; providedPROVIDED, howeverHOWEVER, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other such party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hastings Manufacturing Co)
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerSellers, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees ---------------------------------- that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its their counsel, accountants, financial advisors or lenders, and in the case of Sellerthe Company and Stockholder, to its their counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assetstransactions contemplated by this Agreement; provided, however, that after the Closing Date, Buyer may use or -------- ------- disclose any confidential information included in the Purchased Assets assets of the Company as of the Closing Date or otherwise reasonably related to the Business assets or business of the Purchased AssetsCompany. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ia) is or becomes available to such party from a source other than the other such party, (iib) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iiic) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (ivd) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it ---------------------------------- will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellerSeller Group, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that -------- ------- after the Closing Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Division or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence Assets (except that Buyer shall not apply to disclose any confidential or proprietary information which (i) is or becomes available to such party from a source other than described in the other party, (ii) is or becomes available to the public other than as a result last sentence of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.Section 7.9
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, documents and, if in the event the transactions contemplated hereby are shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Shares or the Purchased Assetsnegotiation or enforcement of this Agreement or any agreement contemplated hereby. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, ; (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, ; (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, ; or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials materials, data and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this AgreementAgreement Date), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the event the transactions contemplated hereby are shall not be consummated, each party will securely return to the other party parties all copies of nonpublic documents documents, data and materials which have been furnished in connection therewith. Such documents, data, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent or the Merger Subs, to its their counsel, accountants, financial advisors accountants or lendersAffiliates, and in the case of Sellerthe Acquired Entities and the Securityholders’ Agent, to its counsel, accountants their counsel or financial advisorsaccountants). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsMergers; provided, however, that after the Closing Buyer First Effective Time, Parent and the Company may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business any Acquired Entity or the Purchased Assetsits assets or business. The obligation of each party to treat such documents, data, materials and other information in confidence shall not apply to any information which (ia) is now or hereafter becomes available generally known through no act or failure to act on such party’s part; (b) such party independently knows at the time of receiving such information, as evidenced by its written records; (c) a third party hereafter furnishes to such party from a source other than the other party, without breaching any obligation of confidentiality and without restriction on disclosure; (iid) is or becomes available to the public other than as a result of disclosure by such party has independently developed without use of confidential information or its agents, breaching this Agreement; or (iiie) is required to be disclosed under applicable law Legal Requirements or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.
Appears in 1 contract
Confidential Nature of Information. Each of Buyer, as a party on the one hand, and Seller, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby Contemplated Transactions (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if in the transactions contemplated hereby are event the Contemplated Transactions shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party Person shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased AssetsShares or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; provided, however, provided that after the Closing Closing, Buyer and the Acquired Companies may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business Acquired Companies or the Purchased Assetstheir Assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party from a source other than the other furnishing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, disclosed or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals Consents contemplated hereby.
Appears in 1 contract
