Evaluation Material. The term “Evaluation Material” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is independently developed by the recipient without use of Evaluation Material, (v) is disclosed under operation of law, or (vi) is disclosed by the recipient or its Representatives with the disclosing party’s prior written approval.
Evaluation Material. The term “Evaluation Material” means any and all information of a confidential or proprietary nature, in any form or medium, written or oral, concerning or relating to the Company (whether prepared by the Company, its Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished to Recipient or its Representatives by or on behalf of the Company following the execution and delivery of this Agreement in connection with Recipient’s consideration of a possible Transaction, including all such oral and written information of a confidential or proprietary nature relating to the Company’s financial statements, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, market data, research and development, preclinical and clinical programs, data and results, pharmaceutical or biologic candidates and products, trade secrets, conceptions, know-how, patent applications that have not been published, technology, scientific and technical strategies, programs and results, including costs and prices and other confidential information and intellectual property of the Company. In addition, “Evaluation Material” shall be deemed to include all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by Recipient or any of its Representatives to the extent they contain, reflect or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding the foregoing, the term “Evaluation Material” shall not include information that: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one of its Representatives in breach of the terms of this Agreement; (b) was in the possession of Recipient or any of its Representatives prior to the time it was first made available to Recipient or any of its Representatives by or on behalf of the Company or any of the Company’s Representatives, provided that Recipient did not know that the source of such information was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time Recipient or any of Recipient’s Representatives first obtained poss...
Evaluation Material. The term “Evaluation Material” shall mean all information, data, reports, interpretations, forecasts, business plans and records, financial or otherwise, whether written, oral, electronic, visual or otherwise, concerning or related to the Company, any of its subsidiaries or joint ventures, or any of the businesses, properties, assets, operations, products, services, liabilities, condition (financial or otherwise), employees, prospects and/or results of operations of any of the foregoing (whether prepared by the Company, any of its Representatives (as defined below) or otherwise) that previously has been or may be furnished to you or any of your Representatives by or on behalf of the Company, the Special Committee or any of their respective Representatives, either directly or indirectly through one of your Approved Financing Sources (as defined below) (collectively, “Information”), as well as all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials prepared by you or any of your Representatives, but only to the extent that the foregoing contain, reflect or are based upon any Information (“Derivative Information”). The term “Evaluation Material” shall also be deemed to include, without limitation, the status or terms and conditions of any discussions or negotiations taking place concerning a possible Transaction or any similar transaction. The term “Evaluation Material” does not include information or any portion thereof that (i) is or becomes generally available to the public (other than as a result of a disclosure by you or any of your Representatives in violation of this letter agreement or any other obligation of confidentiality to the Company), (ii) was within your possession without being subject to any contractual, legal, fiduciary or other obligation of confidentiality to the Company with respect to such Information prior to it being furnished to you by or on behalf of the Company, the Special Committee or any of their respective Representatives (other than in your capacity as an officer or director of the Company, in which case this clause (ii) shall not be applicable), or (iii) becomes available to you on a non-confidential basis from a source other than the Company or its Representatives (other than in your capacity as an officer or director of the Company, in which case this clause (iii) shall not be applicable); provided, that such source is not actually known by you, after reasonable inquiry, to be bou...
Evaluation Material. For purposes of this Agreement, the term “Evaluation Material” shall mean all information relating to Lender or the Companies or the business, services, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of Lender or the Companies (whether prepared by Lender, the Companies, or their respective advisors or otherwise) that the Lender or any of its Representatives furnishes or makes available or has furnished or made available to you or any of your Representatives, before, on or after the Effective Date, whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium, or that you or your Representatives otherwise learn or obtain through observation or through analysis of such information, and shall also be deemed to include all notes, summaries, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon any such information. Evaluation Material shall not include information which you can reasonably establish (i) is or becomes generally available to the public other than as a result of an act or omission by you or any of your Representatives, (ii) was within your possession prior to it being furnished to you or any of your Representatives by Lender or any of its Representatives, provided that the source of such information was not subject to any contractual, legal, fiduciary or other obligation of confidentiality to Lender or any other person with respect to such information, (iii) becomes available to you on a non- confidential basis from a source other than Lender or any of its Representatives, provided that the source of such information was not subject to any contractual, legal, fiduciary or other obligation of confidentiality to the Lender or any other person with respect to such information, or (iv) which was or is independently developed by you.
Evaluation Material. “Evaluation Material” shall have the meaning ascribed to such term in Section 6.8.
Evaluation Material. All information, including without limitation information about the Disclosing Party’s assets, liabilities, employees, financial condition, businesses, customers, suppliers, operations, processes and intellectual property, historical, current and prospective, furnished by the Disclosing Party or any of its Representatives (as defined below), whether furnished before or after the date hereof, whether or not designated as being confidential, and regardless of the manner or form in which the information is furnished (including oral, written and electronic communications), is referred to in this Agreement as “Evaluation Material”. The term “Evaluation Material” also includes all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by Recipient or any of its Representatives which contain, reflect or are based upon, in whole or in part, any information that the Disclosing Party or any of its Representatives furnish to Recipient or its Representatives. Notwithstanding the foregoing, the term “Evaluation Material” does not include information which Recipient demonstrates (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in violation of this Agreement or any other contractual, fiduciary or other legal obligation of confidentiality; provided, however, that the source of such information was not bound by a confidentiality agreement or any contractual, fiduciary or other legal obligation of confidentiality with respect to such information, or (b) is or becomes available to Recipient on a non-confidential basis from a person (other than the Disclosing Party or any of its Representatives) who is not prohibited from disclosing such information to Recipient by a contractual, fiduciary or other legal obligation of confidentiality to the Disclosing Party or any of its Representatives. The disclosure of any Evaluation Material by the Disclosing Party does not constitute an actual or implied license of any intellectual property of the Disclosing Party.
Evaluation Material. 1. Information generated by Receiving Party or by a person described in Clause 4.2 that is derived in whole or in part from Confidential Information is “Evaluation Material.” Evaluation Material includes models, analyses, estimates of reserves, interpretations, presentations for management, and economic evaluations.
Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, written or oral, concerning or relating to Protection One (whether prepared by Protection One, its Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished to or on behalf of Recipient by or on behalf of Protection One, including without limitation all oral and written information relating to financial statements, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that have not been published, technology and any other confidential information or intellectual property of Protection One. In addition, “Evaluation Material” shall be deemed to include all notes, analyses, studies, interpretations, memoranda and other documents, materials or reports (in any form or medium) prepared by Recipient or any of its Representatives that contain, reflect or are based upon, in whole or part, the information furnished to or on behalf of Recipient as contemplated hereby. The term “Evaluation Material” shall not include information that: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one of its Representatives in breach of the terms of this Agreement; (b) becomes available to Recipient from a source other than Protection One or one of its Representatives, including without limitation prior to the date hereof, provided that such source is not known by the Recipient after reasonable inquiry to be bound by a confidentiality agreement or to have a contractual, legal or fiduciary obligation of confidentiality to Protection One or any other person with respect to such information; or (c) has been independently acquired or developed by Recipient without using any Evaluation Material or violating any of its obligations under this Agreement.
Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company or its Representatives) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your Representatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives to the extent they contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your or your Representatives’ possession on a non-confidential basis prior to it being furnished to you by or on behalf of the Company or any of its Representatives, provided that to your knowledge the source of such information was not bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company with respect to such information, (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that to your knowledge such source is not bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company with respect to such information or (iv) you can demonstrate is or was developed by you or any of your Representatives without derivation from, reference to or reliance on, or using in any manner, the Evaluation Material.
Evaluation Material. By executing this letter of agreement in the space provided below, you agree to treat the information concerning the Property, together with any and all analyses or other documents prepared by you or any of your directors, employees, advisors, attorneys, accountants, consultants, representatives (collectively, “Representatives”) that contain or otherwise reflect such information (collectively, “Evaluation Material”), in accordance with this agreement. The term “Evaluation Material” does not include information that (a) was already in your possession prior to the time of disclosure to you by Listing Broker, (b) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, or (c) becomes available to you on a non-confidential basis from a source other than Listing Broker or Owner, provided that such source is not known by you to be bound by a confidentiality agreement with Owner or otherwise prohibited from disclosing the information to you.
