Confidentiality and Use of Evaluation Material. Buyer agrees that Buyer and its Representatives shall (i) use the Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction;2 (ii) except as otherwise permitted by this Section 2 or Section 4(c), keep all Evaluation Material strictly confidential; and (iii) disclose Evaluation Material only to Representatives of Buyer to whom disclosure is needed to facilitate Buyer’s evaluation, negotiation and/or consummation of the Transaction [and to Permitted Co-Bidders]. Before Buyer or any of its Representatives provides access to any Evaluation Material to any of its Representatives [or any Permitted Co-Bidder], Buyer agrees that it or one of its Representatives shall inform such Representative [or Permitted Co-Bidder] of the provisions of this Agreement and instruct it to comply with the provisions hereof applicable to its Representatives.
Confidentiality and Use of Evaluation Material. Except as required by law or regulation or as otherwise provided for herein, you agree that all Evaluation Material shall be kept confidential and disclosed by you only to those of your Representatives to whom disclosure is needed in order to facilitate your evaluation of the Transaction and who will abide to maintain the confidentiality of the Evaluation Material. You shall be liable for any breaches of this Agreement to the extent applicable to Representatives by any of your Representatives unless such Representatives have entered into a confidentiality agreement with the Company.
Confidentiality and Use of Evaluation Material. The Receiving Party agrees that it and its Representatives shall (i) use the Disclosing Party’s Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction;2 (ii) except as otherwise permitted by this Section 2. or Section (c), keep all such Evaluation Material strictly confidential; and (iii) disclose such Evaluation Material only to Representatives of the Receiving Party to whom disclosure is needed to facilitate the Receiving Party’s evaluation, negotiation and/or consummation of the Transaction [and to Permitted Co-Bidders]. Before the Receiving Party or any of its Representatives provides access to any of the Disclosing Party’s Evaluation Material to any of the Receiving Party’s Representatives [or any Permitted Co-Bidder], the Receiving Party agrees that it or one of its Representatives shall inform such Representative [or Permitted Co-Bidder] of the provisions of this Agreement and instruct it to comply with the provisions hereof applicable to its Representatives.
Confidentiality and Use of Evaluation Material. You agree that all Evaluation Material shall be: (i) used by you solely for the purpose of evaluating the Transaction; (ii) kept strictly confidential; and (iii) provided by you only to those of your Representatives and Xxxxx Xxxxxxx Commodities Affiliates and their Representatives to whom disclosure is needed in order to facilitate your evaluation of the Transaction. All Evaluation Material (and the knowledge that discussions are taking place between the Company and you and others) shall not be used by you, the Xxxxx Xxxxxxx Commodities Affiliates or your or their Representatives for any purpose other than evaluating the Transaction. Before providing access to any Evaluation Material to any of the Xxxxx Xxxxxxx Commodities Affiliates or any of your or their Representatives, you shall inform them of the restrictions set forth in this Agreement that are applicable to them and instruct them to comply with such provisions. Nothing herein will prohibit or restrict the right of you, the Xxxxx Xxxxxxx Commodities Affiliates or any of your or their Representatives to develop, use or market products or services similar to or competitive with ours as long as you do not use Evaluation Material to do so.
Confidentiality and Use of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You agree that all Evaluation Material shall be: (i) used by you solely for the purpose of evaluating the Transaction and for no other purpose; (ii) kept confidential; and (iii) disclosed by you only to those of your Representatives to whom disclosure is needed in order to facilitate your evaluation of or participation in the Transaction. Before providing access to any Evaluation Material to any of your Representatives, you shall inform such Representatives of the provisions of this Agreement that are applicable to Representatives and such Representatives shall agree to comply with such provisions as if they were a party to this Agreement and had undertaken the obligations applicable to Representatives under this Agreement. In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, and, at your sole expense, to take all reasonable measures (including court proceedings) to restrain yourself and your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. The parties agree that this Section 2(a) is not intended, and shall not be interpreted or construed, to be or to serve as a non-competition covenant.
Confidentiality and Use of Evaluation Material. Until this Agreement expires pursuant to Section 8, the Confidential Information will be kept confidential and will not, without the prior written consent of the Company, be disclosed by us or our Representatives, and will not be used by us or our Representatives for any purpose other than evaluating the Transaction, except that 3M may use and disclose the Confidential Information in connection with any Business Combination proposal that is not restricted by the express terms of the standstill provisions in Section 2 hereof. Moreover, we may transmit the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of evaluating the Transaction, who are informed by us of the confidential nature of the Confidential Information, and who agree to be bound by this Agreement.
Confidentiality and Use of Evaluation Material. Each Receiving Party hereby agrees that the Evaluation Material will be used solely for the purpose of evaluating a possible transaction involving the parties and that the Evaluation Material will be kept confidential by such Receiving Party and its Representatives; provided, however, that (i) unless otherwise specified, Evaluation Material may be disclosed to Representatives of the Receiving Party who need to know such information for the purpose of evaluating any possible transaction involving the parties (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information confidentially and in accordance with this Agreement), (ii) any disclosure of Evaluation Material may be made to which a Disclosing Party consents in writing, and (iii) any disclosure of Evaluation Material may be made as otherwise required by law in the written opinion of counsel to the Receiving party (including, without limitation, pursuant to any federal or state securities laws or pursuant to any legal, regulatory or legislative proceeding or pursuant to any applicable stock exchange rules), as contemplated by the immediately following sentence (the "Legal Exception"): In the event that a Receiving Party or anyone to whom such Receiving Party supplies the Evaluation Material receives a request to disclose all or any part of the information contained in the Evaluation Material under the terms of a subpoena, order, civil investigation demand or similar process or other oral or written request, issued by a court of competent jurisdiction or by a federal, state or local, foreign or domestic, governmental or regulatory body or agency, such Receiving Party agrees to the extent practicable to (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, (ii) consult with the Disclosing Party as to the advisability of taking legally available steps to resist or narrow such request, and (iii) only disclose such information after complying with clauses (i) and (ii) and exercising reasonable effort, if so requested by the Disclosing Party and at the Disclosing Party's sole expense, to obtain, to the extent practical, an order or other reliable assurance that confidential treatment will be accorded to such portion of any disclosed information which the Disclosing Party so designates. Each Receiving Party hereby acknowledges that it is aware, and that it w...
Confidentiality and Use of Evaluation Material. (a) Confidentiality of Evaluation Material. All Evaluation Material (i) -------------------------------------- shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate the Receiving Party's evaluation or consideration of the Transaction. The parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the contents of this Agreement and the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each party shall instruct its Representatives to observe the terms of this Agreement and shall be responsible for any breach of this Agreement by any of its Representatives.
Confidentiality and Use of Evaluation Material. The Receiving Party agrees that it and its Representatives shall (i) use the Disclosing Party’s Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction;2
Confidentiality and Use of Evaluation Material
