Trade Secrets and Other Information Sample Clauses

Trade Secrets and Other Information. In the event of termination of this Agreement without consummation of the transactions contemplated hereby, Purchaser agrees that after the Closing Purchaser will not communicate or divulge to, or use for the benefit of, any person, firm or corporation any of the trade secrets, methods, formulas, business and/or marketing plans, processes or any other proprietary or confidential information with respect to the Company and its business, financial condition, business operations or methods, or business prospects. The preceding sentence shall not apply to information which (i) is, was or becomes generally known or available to the public or the industry other than as a result of a disclosure by Purchaser in violation of this Agreement, or (ii) is required to be disclosed by law. Purchaser will advise Vendors, in writing, of any request, including a subpoena or similar legal inquiry, to disclose any such confidential information, such that Vendors can seek appropriate legal relief.
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Trade Secrets and Other Information. In consideration of the execution and delivery of this Agreement by Purchaser, and in consideration of the Purchase Price, each of the Vendors agrees that after the Closing no Vendor will communicate or divulge to, or use for the benefit of, any Person other than Purchaser or the Company, or its or their agents and representatives, any of the trade secrets, methods, formulas, business and/or marketing plans, processes or any other proprietary or confidential information with respect to the Company and its business, financial condition, business operations or methods, or business prospects. The preceding sentence shall not apply to information which (i) is, was or becomes generally known or available to the public or the industry other than as a result of a disclosure by a Vendor in violation of this Agreement, or (ii) is required to be disclosed by law. Vendors will advise Purchaser, in writing, of any request, including a subpoena or similar legal inquiry, to disclose any such confidential information, such that Purchaser can seek appropriate legal relief.
Trade Secrets and Other Information. After the Closing, neither Seller nor any of its principal shareholders (Gary Simmons and Dale Simmons, together the "Principal Shareholderx") xxxx xxxxunicaxx xx xxxxxxe to, or use for the benefit of, any person, firm or corporation, other than Buyer, or its agents or representatives, any of the Intellectual Property or any other trade secrets, methods, formulas, business and/or marketing plans, processes or any other proprietary or confidential information with respect to the Transferred Assets or Seller's operations, methods, or business prospects with respect to the Transferred Assets. The preceding sentence shall not apply to information that (i) is, was, or becomes generally known or available to the public or the industry other than as a result of a disclosure by Seller or any Principal Shareholder in violation of this Agreement, or (ii) is required to be disclosed by law. Seller will advise Buyer, in writing, of any request, including a subpoena or similar legal inquiry, to disclose any such confidential information, such that Buyer can seek appropriate legal relief.
Trade Secrets and Other Information. In consideration of the execution and delivery of this Agreement by Buyer, and in consideration of the payments by Buyer of the Purchase Price, Seller agrees that, except as necessary or appropriate in connection with the operation of Seller's (or its affiliates') one Kokopelli restaurant, after the date hereof Seller will not directly or indirectly communicate or divulge to, or use for the benefit of, and person, firm of corporation other than Buyer, or its agents or representatives, any of the trade secrets, methods, formulas, business and/or marketing plans, processes or any other proprietary or confidential information with respect to Buyer or Kokopelli and their business, financial condition, business operations or methods, or business prospects. The preceding sentence shall not apply to information that (i) is, was, or becomes, generally known or available to the public or the industry other than as a result of a disclosure by a party in violation of this Agreement, or (ii) is required to be disclosed by law.
Trade Secrets and Other Information. In consideration of the execution and delivery of this Agreement by Purchaser, and in consideration of the Purchase Price, each of the Vendors agrees that after the Closing no Vendor will
Trade Secrets and Other Information. In the event of termination of this Agreement without consummation of the transactions contemplated hereby, Purchaser agrees that after the Closing Purchaser will not communicate or divulge
Trade Secrets and Other Information. After the Closing, neither Seller nor any Stockholder will communicate or divulge to, or use for the benefit of, any person, firm or corporation other than Purchaser, or its or their agents and representatives, any of the trade secrets, methods, formulas, business and/or marketing plans, processes or any other proprietary or confidential information with respect to Purchaser or Seller, and its or their business, financial condition, business operations or methods, or business prospects. The preceding sentence shall not apply to information that (i) is, was or becomes generally known or available to the public or the industry other than as a result of a disclosure by Seller or any Stockholder in violation of this Agreement, or (ii) is required to be disclosed by law, including in connection with any legal proceeding or a tax return or audit. Seller and Stockholders shall advise Purchaser, in writing, of any request, including a subpoena or similar legal inquiry, to disclose any such confidential information, such that Purchaser can seek appropriate legal relief.
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Related to Trade Secrets and Other Information

  • Reports and Other Information (a) The Fund and the Investment Manager agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with respect to their affairs as each may reasonably request. The Investment Manager further agrees to furnish to the Fund, if applicable, the same such documents and information pertaining to any sub-adviser as the Fund may reasonably request.

  • Financial and Other Information Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:

  • Financial Reports and Other Information (a) The Borrower will maintain a system of accounting in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Borrower and its Subsidiaries as any Lender may reasonably request. The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and detail satisfactory to the Administrative Agent, with copies for each Lender in form and substance satisfactory to them, each of the following:

  • Record Keeping and Other Information FIIOC and FSC shall create and maintain all records required by all applicable laws, rules and regulations relating to the services to be performed herein, including but not limited to, all applicable records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time. All records shall be the property of the Trust and shall be available for inspection and use by the Trust at all times. Where applicable, such records shall be maintained by FIIOC and FSC for the periods and in the places required by Rule 31a-2 under the 1940 Act, with respect to FIIOC, and by rules under the 1940 Act, with respect to FSC.

  • Financial Statements and Other Information The Borrower will furnish to the Administrative Agent and each Lender:

  • Recordkeeping and Other Information FTIS shall create, maintain and preserve all necessary records in accordance with all applicable laws, rules and regulations. Such records are the property of the Investment Company, and FTIS will promptly surrender them to the Investment Company upon request or upon termination of this Agreement. In the event of such a request or termination, FTIS shall be entitled to make and retain copies of all records surrendered, and to be reimbursed by the Investment Company for reasonable expenses actually incurred in making such copies. FTIS will take reasonable actions to maintain the confidentiality of the Investment Company's records, which may nevertheless be disclosed to the extent required by law or by this Agreement, or to the extent permitted by the Investment Company.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Disclosure of Transactions and Other Material Information The Company shall, within the time required under the 1934 Act, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

  • Inventions and Other Intellectual Property 14.1 The parties foresee that the Executive may make inventions or create other intellectual property in the course of his duties for the Company and agree that in this respect the Executive has a special responsibility to further the interests of the Company and the Group Companies.

  • Proxies and Other Materials The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities. With respect to the foreign Securities, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.

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